LETTER OF TRANSMITTAL
EAGLE-PICHER INDUSTRIES, INC.
OFFER TO EXCHANGE ALL OF ITS OUTSTANDING
9 3/8% SENIOR SUBORDINATED NOTES DUE 2008
FOR UP TO $220,000,000 AGGREGATE PRINCIPAL AMOUNT OF
ITS NEW 9 3/8% SENIOR SUBORDINATED NOTES DUE 2008
PURSUANT TO THE PROSPECTUS DATED MAY , 1998
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1998, UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Facsimile
By Hand or Overnight Courier (eligible institutions only): By Registered or Certified Mail:
101 Barclay Street, (212) 815-6339 101 Barclay Street,
Corporate Trust Window New York, New York 10286
Ground Level Attn: Reorganization Section, 7E;
New York, New York 10286 To Confirm Facsimile or for Santino Ginocchietti
Attn: Reorganization Section, Information Call:
7E; Santino Ginocchietti (212) 815-2963
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID TENDER OF EAGLE-PICHER INDUSTRIES, INC.
9 3/8% SENIOR SUBORDINATED NOTES DUE 2008 (THE "INITIAL NOTES").
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED AND SIGNED.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus (as defined below).
This Letter of Transmittal is to be used by registered holders of Initial
Notes ("Holders") if: (i) certificates representing Initial Notes are to be
physically delivered to the Exchange Agent by such Holders; (ii) tender of
Initial Notes is to be made by book-entry transfer to the Exchange Agent's
account at The Depository Trust Company ("DTC" or the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in the Prospectus, dated May ,
1998 (as the same may be amended from time to time, the "Prospectus") under the
caption "The Notes Exchange Offer--Book-Entry Transfer" by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of Initial Notes or (iii) delivery of Initial
Notes is to be made according to the guaranteed delivery procedures set forth in
the Prospectus under the caption "The Notes Exchange Offer--Guaranteed Delivery
Procedures," and, in each case, instructions are not being transmitted through
the DTC.
Automated Tender Program ("ATOP"). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S
PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
In order to properly complete this Letter of Transmittal, a Holder must (i)
complete the box entitled "Method of Delivery" by checking one of the three
boxes therein and supplying the appropriate information, (ii) complete the box
entitled "Description of Initial Notes," (iii) if such Holder is a Participating
Broker-Dealer (as defined below) and wishes to receive additional copies of the
Prospectus for delivery in connection with resales of Exchange Notes (as defined
below), check the applicable box, (iv) sign this Letter of Transmittal by
completing the box entitled "Please Sign Here," (v) if appropriate, check and
complete the boxes relating to the "Special Issuance Instructions" and "Special
Delivery Instructions" and (vi) complete the Substitute Form W-9. Each Holder
should carefully read the detailed Instructions below prior to the completing
this Letter of Transmittal. See "The Notes Exchange Offer--Procedures For
Tendering" in the Prospectus.
Holders of Initial Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through ATOP, for which
the transaction will be eligible. DTC participants that are accepting the
Exchange Offer 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 Offer 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 Offer by submitting a Notice of Guaranteed Delivery through
ATOP.
If Holders desire to tender Initial Notes pursuant to the Exchange Offer
and (i) certificates representing such Initial Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Initial Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such Holders may effect a tender of such Initial Notes in accordance with
the guaranteed delivery procedures set forth in the Prospectus under the caption
"The Notes Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2
below.
A Holder having Initial Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contract such broker,
dealer, commercial bank, trust company or other nominee if they desire to accept
the Exchange Offer with respect to the Initial Notes so registered.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF INITIAL NOTES
BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION.
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, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent, whose address and telephone number appear on
the front cover of this Letter of Transmittal. See Instruction 11 below.
2
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METHOD OF DELIVERY
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[ ] CHECK HERE IF CERTIFICATES FOR TENDERED INITIAL NOTES ARE BEING DELIVERED
HEREWITH.
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ____________________________________________
Account Number: ________________ Transaction Code Number: ______________
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT
PURSUANT TO INSTRUCTION 2 BELOW AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):___________________________________________
Window ticket No. (if any): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________
Name of Eligible Institution that Guaranteed Delivery:__________________
If Delivered by Book-Entry Transfer (yes or no): _______________________
Account Number: ________________ Transaction Code Number: ___________
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List below the Initial Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately signed schedule and affix the schedule to this
Letter of Transmittal.
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DESCRIPTION OF INITIAL NOTES
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NAME(S) AND ADDRESS(ES) OF AGGREGATE AGGREGATE
HOLDER(S) (PLEASE CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
FILL IN, IF BLANK) NUMBER(S) REPRESENTED TENDERED
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TOTAL
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3
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FOR PARTICIPATING BROKER-DEALERS ONLY
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[ ] CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW IF YOU ARE A
PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND, DURING THE NINE-MONTH PERIOD
FOLLOWING THE CONSUMMATION OF THE EXCHANGE OFFER, 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE COMPANY
TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS INITIAL NOTES
AND EXCUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER
AGREES TO USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE
EXCHANGE AGENT WHEN IT HAS SOLD ALL OF ITS EXCHANGE NOTES. (IF NO
PARTICIPATING BROKER-DEALERS CHECK THIS BOX, OR IF ALL PARTICIPATING
BROKER-DEALERS WHO HAVE CHECKED THIS BOX SUBSEQUENTLY NOTIFY THE COMPANY OR
THE EXCHANGE AGENT THAT ALL THEIR EXCHANGE NOTES HAVE BEEN SOLD, THE
COMPANY WILL NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE EXCHANGE
OFFER REGISTRATION STATEMENT OR TO UPDATE THE PROSPECTUS AND WILL NOT
PROVIDE ANY NOTICES TO ANY HOLDERS TO SUSPEND OR RESUME USE OF THE
PROSPECTUS.)
PROVIDE THE NAME OF THE INDIVIDUAL WHO SHOULD RECEIVE, ON BEHALF OF THE HOLDER,
ADDITIONAL COPIES OF THE PROSPECTUS, AND AMENDMENTS AND SUPPLEMENTS THERETO, AND
ANY NOTICES TO SUSPEND AND RESUME USE OF THE PROSPECTUS:
NAME: __________________________________________________________________________
ADDRESS: _______________________________________________________________________
TELEPHONE NO.: _________________________________________________________________
FACSIMILE NO.: _________________________________________________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
4
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the
Prospectus, dated May , 1998 (as the same may be amended from time to time, the
"Prospectus" and, together with this Letter of Transmittal, the "Exchange
Offer"), of Eagle-Picher Industries, Inc., an Ohio corporation (the "Company")
and this Letter of Transmittal and the instructions hereto, which together
constitute Company's offer to exchange $1,000 principal amount of its 9 3/8%
Senior Notes due 2008 (the "Exchange Notes") of the Company, upon the terms and
subject to the conditions set forth in The Exchange Offer, for each $1,000
principal amount of their outstanding 9 3/8% Senior Notes due 2008 (the "Initial
Notes").
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Initial Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
the Initial Notes tendered herewith, the undersigned hereby exchanges, assigns
and transfers to, or upon the order of, the Company all right, title and
interest in and to such Initial Notes. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent
also acts as the agent of the Company) with respect to such Initial Notes with
full power of substitution (such power-of-attorney being deemed to be an
irrevocable power coupled with an interest) to (i) present such Initial Notes
and all evidences of transfer and authenticity to, or transfer ownership of,
such Initial Notes on the account books maintained by the Book-Entry Transfer
Facility to, or upon the order of, the Company, (ii) present such Initial Notes
for transfer of ownership on the books of the Company or the trustee under the
Indenture (the "Trustee") and (iii) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Initial Notes, all in accordance with
the terms and conditions of the Exchange Offer as described in the Prospectus.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Initial Notes tendered
hereby and to acquire Exchange Notes issuable upon the exchange of such tendered
Initial Notes, and that, when the same are accepted for exchange, the Company
will acquire good and unencumbered title to the tendered Initial Notes, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim or right. 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 the Initial Notes tendered hereby or transfer
ownership of such Initial Notes on the account books maintained by the
book-entry transfer facility.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Notes Exchange Offer--Conditions." The
undersigned recognizes that as a result of these conditions (which may be waived
by the Company, in whole or in part, in the reasonable discretion of the
Company), as more particularly set forth in the Prospectus, the Company may not
be required to exchange any of the Initial Notes tendered hereby and, in such
event, the Initial Notes not exchanged will be returned to the undersigned at
the address shown above.
THE EXCHANGE OFFER IS NOT BEING MADE TO ANY BROKER-DEALER WHO PURCHASED
INITIAL NOTES DIRECTLY FROM THE COMPANY FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT OR ANY PERSON THAT IS AN "AFFILIATE" OF THE COMPANY OR
EAGLE-PICHER HOLDINGS, INC. ("PARENT") WITHIN THE MEANING OF RULE 405 UNDER THE
SECURITIES ACT. THE UNDERSIGNED UNDERSTANDS AND AGREES THAT THE COMPANY RESERVES
THE RIGHT NOT TO ACCEPT TENDERED INITIAL NOTES FROM ANY TENDERING HOLDER IF THE
COMPANY DETERMINES, IN ITS REASONABLE DISCRETION, THAT SUCH ACCEPTANCE COULD
RESULT IN A VIOLATION OF APLICABLE SECURITIES LAWS.
The undersigned, if the undersigned is a beneficial holder, represents (or,
if the undersigned is a broker, dealer, commercial bank, trust company or other
nominee, represents that it has received representations from the beneficial
owners of the Initial Notes (the "Beneficial Owner") stating) that, (i) the
Exchange Notes to be acquired in connection with the Exchange Offer by the
Holder and each Beneficial Owner of the Initial Notes
5
are being acquired by the Holder and each such Beneficial Owner in the ordinary
course of their business, (ii) the Holder and each such Beneficial Owner are not
engaged in, do not intend to engage in, and have no arrangement or understanding
with any person to participate in, a distribution of the Exchange Notes, (iii)
the Holder and each Beneficial Owner acknowledge and agree that any person
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes cannot rely on the interpretations of the staff of the Commission
discussed in the Prospectus under the caption "The Notes Exchange Offer--Purpose
and Effect of the Notes Exchange Offer" and may only sell the Exchange Notes
acquired by such person pursuant to a registration statement containing the
selling securityholder information required by Item 507 of Regulation S-K under
the Securities Act, (iv) if the Holder is a broker-dealer that acquired Initial
Notes as a result of market-making activities or other trading activities, it
will deliver a prospectus in connection with any resale of Exchange Notes
acquired in the Exchange Offer (but 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) and (v) neither the
Holder nor any such Beneficial Owner is an "affiliate," as defined under Rule
405 of the Securities Act, of the Company or of Parent or is a broker-dealer who
purchased Initial Notes directly from the Company for resale pursuant to Rule
144A under the Securities Act.
EACH BROKER-DEALER WHO ACQUIRED INITIAL NOTES FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A "PARTICIPATING
BROKER-DEALER"), BY TENDERING SUCH INTIAL NOTES AND EXECUTING THIS LETTER OF
TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE
OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT
CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL
RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE
REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE
SALE OF EXCHANGE NOTES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED
OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS
FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING
BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE EXCHANGE
NOTES MAY BE RESUMED, AS THE CASE MAY BE.
EACH PARTICIPATING BROKER-DEALER SHOULD CHECK THE BOX HEREIN UNDER THE
CAPTION "FOR PARTICIPATING BROKER-DEALERS ONLY" IN ORDER TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS, AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, FOR USE IN
CONNECTION WITH RESALES OF THE EXCHANGE NOTES, AS WELL AS ANY NOTICES FROM THE
COMPANY TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS INITIAL
NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER
AGREES TO USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE
AGENT WHEN IT HAS SOLD ALL OF ITS EXCHANGE NOTES. IF NO PARTICIPATING
BROKER-DEALERS CHECK SUCH BOX, OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE
CHECKED SUCH BOX SUBSEQUENTLY NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL
THEIR EXCHANGE NOTES HAVE BEEN SOLD, THE COMPANY WILL NOT BE REQUIRED TO
MAINTAIN THE EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION STATEMENT OR TO
UPDATE THE PROSPECTUS AND WILL NOT PROVIDE ANY HOLDERS WITH ANY NOTICES TO
SUSPEND OR RESUME USE OF THE PROSPECTUS.
The undersigned understands that tenders of the Initial Notes pursuant to
any one of the procedures described under "The Notes Exchange Offer--Procedures
for Tendering" in the Prospectus and in the
6
instructions hereto will constitute a binding agreement between the undersigned
and the Company in accordance with the terms and subject to the conditions of
the Exchange Offer. All authority herein conferred or agreed to be conferred by
this Letter of Transmittal and every obligation of the undersigned hereunder
shall be binding upon the heirs, legal representatives, successors and assigns,
executors, administrators and trustees in bankruptcy of the undersigned and
shall survive the death or incapacity of the undersigned. Tendered Initial Notes
may be withdrawn at any time prior to 5:00 p.m. on the Expiration Date in
accordance with the terms of the Exchange Offer.
The undersigned understands that by tendering Initial Notes pursuant to one
of the procedures described under "The Notes Exchange Offer--Procedures for
Tendering" in the Prospectus and the instructions hereto, the tendering Holder
will be deemed to have waived the right to receive any payment in respect of
interest on the Initial Notes accrued up to the date of issuance of the Exchange
Notes.
The undersigned also understands and acknowledges that the Company reserves
the right in its sole discretion to purchase or make offers for any Initial
Notes that remain outstanding subsequent to the Expiration Date in the open
market, in privately negotiated transactions, through subsequent exchange offers
or otherwise. The terms of any such purchases or offers could differ from the
terms of the Exchange Offer.
The undersigned understands that the delivery and surrender of the Initial
Notes is not effective, and the risk of loss of the Initial Notes does not pass
to the Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, or a manually signed facsimile hereof, properly completed and duly
executed, with any required signature guarantees, together with all accompanying
evidences of authority and any other required documents in form satisfactory to
the Company. All questions as to form of all documents and the validity
(including time of receipt) and acceptance of tenders and withdrawals of Initial
Notes will be determined by the Company, in its sole discretion, which
determination shall be final and binding.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," the undersigned hereby requests that any Initial Notes
representing principal amounts not tendered or not accepted for exchange be
issued in the name(s) of the undersigned and that Exchange Notes be issued in
the name(s) of the undersigned (or, in the case of Initial Notes delivered by
book-entry transfer, by credit to the account at the Book-Entry Transfer
Facility). Similarly, unless otherwise indicated herein in the box entitled
"Special Delivery Instructions," the undersigned hereby requests that any
Initial Notes representing principal amounts not tendered or not accepted for
exchange and Exchange Notes be delivered to the undersigned at the address(es)
shown above. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Issuance Instructions" box or "Special Delivery
Instructions" box to transfer any Initial Notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the
principal amount of such Initial Notes so tendered.
7
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF INITIAL NOTES REGARDLESS OF
WHETHER INITIAL NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Initial Notes
exactly as their name(s) appear(s) on certificate(s) for Initial Notes or, if
delivered by a participant in the Book-Entry Transfer Facility, exactly as such
participant's name appears on a security position listing as the owner of
Initial Notes, or by person(s) authorized to become Holder(s) by endorsements
and documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to the Company of such person's authority to so act. See
Instruction 4 below.
If the signature appearing below is not of the record holder(s) of the Initial
Notes, then the record holder(s) must sign a valid bond power.
X _____________________________________________________________________________
X _____________________________________________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
DATE: __________________________________________________________________________
NAME: __________________________________________________________________________
CAPACITY: ______________________________________________________________________
ADDRESS: _______________________________________________________________________
_______________________________________________________________________
(INCLUDING ZIP CODE)
AREA CODE AND TELEPHONE NO.: ___________________________________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
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[ ] CHECK HERE IF YOU ARE A BROKER DEALER WHO ACQUIRED THE INITIAL NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES
AND WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
NAME: __________________________________________________________________________
ADDRESS: _______________________________________________________________________
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8
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MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW)
(CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION)
________________________________________________________________________________
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNITURES)
________________________________________________________________________________
ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF FIRM)
________________________________________________________________________________
(AUTHORIZED SIGNITURE)
________________________________________________________________________________
(PRINTED NAME)
________________________________________________________________________________
(TITLE)
DATE: __________________________________________________________________________
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9
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 and 7) (SEE INSTRUCTIONS 4 AND 9)
To be completed ONLY if Initial Notes in To be completed ONLY if Initial Notes
a principal amount not tendered or not in a principal amount not tendered or
accepted for exchange are to be issued not accepted for exchange or Exchange
in the name of, or Exchange Notes are to Notes are to be sent to someone other
be issued in the name of, someone other than the persons whose signature(s)
than the person or persons whose appear(s) within this letter of
signature(s) appear(s) within this transmittal or to an address
Letter of Transmittal. different from that shown in the box
entitled "Description of Initial
Notes" within this Letter of
Transmittal.
Issue [ ] Initial Notes
[ ] Exchange Notes
(check as applicable)
Issue [ ] Initial Notes
[ ] Exchange Notes
Name ___________________________________ (check as applicable)
(Please Print)
Name __________________________________
Address_________________________________ (Please Print)
__________________________________________ Address________________________________
(Include Zip Code)
________________________________________
__________________________________________ (Include Zip Code)
(Tax Identification or Social
Security Number)
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit Initial Notes not tendered or not
exchanged by book entry transfer to
the Book Entry Transfer Facility account
setbelow:
___________________________________________
(Book Entry Transfer Facility
Account Number)
Credit Exchange Notes to the Book Entry
Transfer Facility account set below:
______________________________________________
(Book Entry Transfer Facility Account
Number)
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10
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR INITIAL NOTES
OR BOOK-ENTRY CONFIRMATION; WITHDRAWAL OF TENDERS.
To tender Initial Notes in the Exchange Offer, physical delivery of
certificates for Initial Notes or confirmation of a book-entry transfer into the
Exchange Agent's account with a Book-Entry Transfer Facility of Initial Notes
tendered electronically, as well as a properly completed and duly executed copy
or manually signed facsimile of this Letter of Transmittal, or in the case of a
book-entry transfer, an Agent's Message, and any other Documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 p.m. New York time on the Expiration
Date. Tenders of Initial Notes in the Exchange Offer may be made prior to the
Expiration Date in the manner described in the preceding sentence and otherwise
in compliance with this Letter of Transmittal. THE METHOD OF DELIVERY OF THIS
LETTER OF TRANSMITTAL, CERTIFICATES FOR INITIAL NOTES AND ALL OTHER REQUIRED
DOCUMENTS TO THE EXCHANGE AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY
ACCEPTANCE OF AN AGENT'S MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE ELECTION
AND RISK OF THE HOLDER TENDERING INITIAL NOTES. IF SUCH DELIVERY IS MADE BY
MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF INITIAL
NOTES WILL BE ACCEPTED. Except as otherwise provided below, the delivery will be
made when actually received by the Exchange Agent. THIS LETTER OF TRANSMITTAL,
CERTIFICATES FOR THE INITIAL NOTES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE
SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE COMPANY, THE TRUSTEE OR DTC.
Initial Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to 5:00 p.m. New York time on the Expiration Date. In order to be
valid, notice of withdrawal of tendered Initial Notes must comply with the
requirements set forth in the Prospectus under the caption "The Notes Exchange
Offer--Withdrawal of Tenders."
2. GUARANTEED DELIVERY PROCEDURES.
If Holders desire to tender Initial Notes pursuant to the Exchange Offer
and (i) certificates representing such Initial Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Initial Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such Holders may effect a tender of Initial Notes in accordance with the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Notes Exchange Offer--Guaranteed Delivery Procedures."
Pursuant to the guaranteed delivery procedures:
(i) such tender must be made by or through an Eligible Institution;
(ii) prior to the Expiration Date the Exchange Agent must have received
from such Eligible Institution at one of the addresses set forth on the
cover of this Letter of Transmittal a properly completed and validly
executed Notice of Guaranteed Delivery (by manually signed facsimile
transmission mail or hand delivery) in substantially the form provided with
the Prospectus, setting forth the name(s) and address(es) of the registered
Holder(s) and the principal amount of Initial Notes being tendered and
stating that the tender is being made thereby and guaranteeing that, within
three New York Stock Exchange ("NYSE") trading days from the date of the
Notice of Guaranteed Delivery, the Letter
11
of Transmittal (or a manually signed facsimile thereof) properly completed
and duly executed, or, in the case of a book-entry transfer an Agent's
Message together with certificates representing the Initial Notes (or
confirmation of book-entry transfer of such Initial Notes into the Exchange
Agent's account at a Book Entry Transfer Facility), and any other documents
required by this Letter of Transmittal and the instructions thereto, will
be deposited by such Eligible Institution with the Exchange Agent; and
(iii) this Letter of Transmittal (or a manually signed facsimile thereof),
properly completed and validly executed with any required signature
guarantees, or, in the case of a book-entry transfer, an Agent's Message,
together with certificates for all Initial Notes in proper form for
transfer (or a Book-Entry Confirmation with respect to all tendered Initial
Notes), and any other required documents must be received by the Exchange
Agent within three NYSE trading days after the date of such Notice of
Guaranteed Delivery.
3. PARTIAL TENDERS.
If less than the entire principal amount of any Initial Notes evidenced by
a submitted certificate is tendered, the tendering Holder must fill in the
principal amount tendered in the last column of the box entitled "Description of
Initial Notes" herein. The entire principal amount represented by the
certificates for all Initial Notes delivered to the Exchange Agent will be
deemed to have been tendered, unless otherwise indicated. The entire principal
amount of all Initial Notes not tendered or not accepted for exchange will be
sent (or, if tendered by book-entry transfer, returned by credit to the account
at the Book-Entry Transfer Facility designated herein) to the Holder unless
otherwise provided in the "Special Issuance Instructions" or "Special Delivery
Instructions" boxes of this Letter of Transmittal.
4. SIGNATURES ON THIS LETTER OF TRANSMITAL, BOND POWERS AND ENDORSEMENTS;
GUARANTEE 0F SIGNATURES.
If this Letter of Transmittal is signed by the Holder(s) of the Initial
Notes tendered hereby the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever. If this Letter of Transmittal is signed by a participant in
one of the Book-Entry Transfer Facilities whose name is shown as the owner of
the Initial Notes tendered hereby, the signature must correspond with the name
shown on the security position listing as the owner of the Initial Notes.
If any of the Initial Notes tendered hereby are registered in the name of
two or more Holders, all such Holders must sign this Letter of Transmittal. If
any tendered Initial Notes are registered in client names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of transmittal and any necessary accompanying documents as
there are different names in which certificates are held.
If this Letter of transmittal or any certificates for Initial Notes 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, proper evidence satisfactory to the Company of
their authority so to act must be submitted with this Letter of Transmittal.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS NOT
THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID BOND POWER
WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A PARTICIPANT IN A
RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION SIGNATURE GUARANTOR").
12
No signature guarantee is required if (i) this Letter of Transmittal is
signed by the registered Holder(s) of the Initial Notes tendered herewith (or by
a participant in one of the Book-Entry Transfer Facilities whose name appears on
a security position listing as the owner of Initial Notes) and certificates for
Exchange Notes or for any Initial Notes for principal amounts not tendered or
not accepted for exchange are to be issued directly to such Holder(s) or, if
tendered by a participant in one of the Book-Entry Transfer Facilities, any
Initial Notes for principal amounts not tendered or not accepted for exchange
are to be credited to such participant's account at such Book-Entry Transfer
Facility and neither the "Special Issuance Instructions" box nor the "Special
Delivery Instructions" box of this Letter of Transmittal has been completed or
(ii) such Initial Notes are tendered for the account of an Eligible Institution.
IN ALL OTHER CASES ALL SIGNATURES ON LETTERS OF TRANSMITTAL ACCOMPANYING INITIAL
NOTES MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTOR. In all such other
cases (including if this Letter of Transmittal is not signed by the Holder), the
Holder must either properly endorse the certificates for Initial Notes tendered
or transmit a separate, properly completed bond power with this Letter of
Transmittal (in either case, executed exactly as the name(s) of the registered
Holder(s) appear(s) on such Initial 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 Initial Notes, exactly as the name(s) of the participant(s)
appear(s) on such security position listing), with the signature on the
endorsement or bond power guaranteed by a Medallion Signature Guarantor, unless
such certificates or bond powers are executed by an Eligible Institution.
Endorsements on certificates for Initial Notes and signatures on bond
powers provided in accordance with this Instruction 4 by registered Holders not
executing this Letter of Transmittal must be guaranteed by a Medallion Signature
Guarantor.
5. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.
Tendering Holders should indicate in the applicable box or boxes the name
and address to which Initial Notes for principal amounts not tendered or not
accepted for exchange or certificates for Exchange Notes, if applicable, are to
be issued or sent, if different from the name and address of the Holder signing
this Letter of Transmittal. In the case of payment to a different name, the
taxpayer identification or social security number of the person named must also
be indicated.
6. TAXPAYER IDENTIFICATION NUMBER.
Each tendering Holder is required to provide the Exchange Agent with the
Holder's social: security or Federal employer identification number, on
Substitute Form W-9 which is provided under "Important Tax Information" below,
or alternatively to establish another basis for exemption from backup
withholding. A Holder must cross out Item (2) in the Certification box in Part
III of Substitute Form W-9 if such Holder is subject to backup withholding.
Failure to provide the information on the form may subject such Holder to 31%
Federal backup withholding tax on any payment made to the Holder with respect to
the Exchange Offer. The appropriate box in Part I of Substitute Form W-9 should
be checked if the tendering or consenting Holder has not been issued a Taxpayer
Identification Number ("TIN") and has either applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part I of Substitute Form W-9
is checked, the Holder should also sign the attached Certification of Awaiting
Taxpayer Identification Number. If the Exchange Agent is not provided with a TIN
within 60 days thereafter, the Exchange Agent will withhold 31% on all such
payments of the Exchange Notes until a TIN is provided to the Exchange Agent.
7. TRANSFER TAXES.
The Company will pay all transfer taxes applicable to the exchange and
transfer of lnitial Notes pursuant to the Exchange Offer, except if (i)
deliveries of certificates for Initial Notes for principal amounts not tendered
or not accepted for exchange are registered or issued in the name of any person
other than the Holder of
13
Initial Notes tendered thereby, (ii) tendered certificates are registered in the
name of any person other than the person signing this Letter of Transmittal or
(iii) a transfer tax is imposed for any reason other than the exchange of
Initial Notes pursuant to the Exchange Offer, in which case the amount of any
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 taxes
will be billed directly to such tendering Holder.
8. IRREGULARITIES.
All questions as to the form of all documents and the validity (including
time of receipt) and acceptance of all tenders and withdrawals of Initial Notes
will be determined by the Company, in its sole discretion which determination
shall be final and binding. ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF
INITIAL NOTES WILL NOT BE CONSIDERED VALID. The Company reserves the absolute
right to reject any and all tenders of Initial Notes that are not in proper form
or the acceptance of which, in the Company's opinion, would be unlawful. The
Company also reserves the right to waive any defects, irregularities or
conditions of tender as to particular Initial Notes. The Company's
interpretations of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding. Any
defect or irregularity in connection with tenders of Initial Notes must be cured
within such time as the Company determines, unless waived by the Company.
Tenders of Initial Notes shall not be deemed to have been made until all defects
or irregularities have been waived by the Company or cured. A defective tender
(which defect is not waived by the Company or cured by the Holder) will not
constitute a valid tender of Initial Notes and will not entitle the Holder to
Exchange Notes. None of the Company, the Trustee, the Exchange Agent or any
other person will be under any duty to give notice of any defect or irregularity
in any tender or withdrawal of any Initial Notes, or incur any liability to
Holders for failure to give any such notice.
9. WAIVER OF CONDITIONS.
The Company reserves the right, in its reasonable discretion, to amend or
waive any of the conditions to the Exchange Offer.
10. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR INITIAL NOTES.
Any Holder whose certificates for Initial Notes have been mutilated, lost,
stolen or destroyed should write to or telephone the Trustee at the address or
telephone number set forth on the cover of this Letter of Transmittal for the
Exchange Agent.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering Initial Notes and
requests for assistance or additional copies of the Prospectus, this Letter of
Transmittal, the Notice of Guaranteed Delivery or other documents may be
directed to the Exchange Agent, whose address and telephone number appear on the
cover of this Letter of Transmittal.
IMPORTANT TAX INFORMATION
Under Federal income tax laws, a Holder who tenders Initial Notes prior to
receipt of the Exchange Notes is required to provide the Exchange Agent with
such Holder's correct TIN on the Substitute Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his or her social security number. If the Exchange Agent
is not provided with the correct TIN, a $50 penalty may be imposed by the
Internal Revenue Service ("IRS") and payments, including any Exchange Notes,
14
made to such Holder with respect to Initial Notes exchanged pursuant to the
Exchange Offer may be subject to backup withholding.
Certain Holders (including among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on the
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed IRS Form W-8 signed under
penalties of perjury, attesting to that Holder's exempt status. A Form W-8 can
be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. Holders are urged to consult their own tax advisors to
determine whether they are exempt.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the Holder or other payee. Backup withholding is not
an additional Federal income tax. Rather, the Federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any Exchange Notes,
made with respect to Initial Notes exchanged pursuant to the Exchange Offer, the
Holder is required to provide the Exchange Agent with (i) the Holder's correct
TIN by completing the form below, certifying that the TIN provided on the
Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that
(A) such Holder is exempt from backup withholding, (B) the Holder has not been
notified by the IRS that the Holder is subject to backup withholding as a result
of failure to report all interest or dividends or (C) the IRS has notified the
Holder that the Holder is no longer subject to backup withholding, and (ii) if
applicable, an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder. If
the Initial Notes are held in more than one name or are held not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
15
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PAYOR'S NAME: EAGLE-PICHER INDUSTRIES, INC.
- --------------------------------------------------------------------------------
PAYEE INFORMATION (Please print or type):
Individual or business name (if joint account list
first and circle the name of person or entity whose
number you furnish in Part 1 below):
---------------------------------------------------------------------------
SUBSTITUTE Check appropriate box:
Form W-9 [ ] Individual/Sole Proprietor [ ] Corporation [ ] Partnership [ ] Other
Department of the
Treasury Internal _________________________________________________________________________
Revenue Service Address
_________________________________________________________________________
City, State and Zip Code
_________________________________________________________________________
_________________________________________________________________________
PART I TAXPAYER IDENTIFICATION NUMBER Social security number:
("TIN"): Enter your TIN in the box at right.
For individuals this is your social security _______________________
number; for other entities it is your
employer identification number. Refer to the
chart on page 1 of the Guidelines for
Certification of Taxpayer Identification Employer identification
Number on Substitute Form W-9 (the number:
"Guidelines") for further clarification. If
you do not have a TIN, see instructions on ________________________
how to obtain a TIN on page 2 of the
Guidelines, check the appropriate box below
indicating that you have applied for a TIN
and, in addition to the Part III APPLIED FOR TIN [ ]
Certification, sign the attached
Certification of Awaiting Taxpayer
Identification Number.
------------------------------------------------------------------------
PART II Payees Exempt From Backup Withholding: Check box. (See page 2 of
the Guidelines for further clarification. Even if you are exempt from
backup withholding, you should still complete and sign the certification
below):
Exempt [ ]
- ---------------------------------------------------------------------------------------------------
REQUEST FOR TAXPAYER PART III CERTIFICATION: You must cross out item 2 below if you
IDENTIFICATION NUMBER have been notified by the Internal Revenue Service (the "IRS")
AND CERTIFICATION that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax
return (See page 2 of the Guidelines for further
clarification).
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me) and
2. I am not subject to backup withholding because: (a) I am exempt from
backup withholding, (b) I have not been notified by the IRS that I am
subject to backup withholding as a result of a failure to report all
interest or dividends or (c) the IRS has notified me that I am no
longer subject to backup withholding.
Signature: ___________________________ Date:______________________
- ------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENT 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.
16
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED
THE BOX "APPLIED FOR TIN" IN PART I OF SUBSTITUTE FORM W-9
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me, and
either (a) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Service Center or Social Security Administration Office or (b) I
intend to mail or deliver an application in the near future. I understand that I
must provide a TIN to the payor within 60 days of submitting this Substitute
Form W-9 and that if I do not provide a TIN to the payor within 60 days, the
payor is required to withhold 31% of all reportable payments thereafter to me
until I furnish the payor with a TIN.
Signature: ________________________________________ Date: ______________________
- --------------------------------------------------------------------------------
17
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
A. TIN--The Taxpayer Identification Number for most individuals is their social
security number. Refer to the following chart to determine the appropriate
number:
- ------------------------------------------------------------------------------------------
GIVE THE SOCIAL SECURITY OR EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF:
- ------------------------------------------------------------------------------------------
1. Individual The individual
2. Two or more individuals (joint The actual owner of the account or, if
account) combined funds, the first individual on the
account (1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. Revocable savings trust (grantor The grantor-trustee(1)
is also trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust under
State law
5. Sole proprietorship The owner(3)
6. A valid trust, estate or pension Legal entity(4)
trust
7. Corporate The corporation
8. Association, club, religious, The organization
charitable, educational or other tax
exempt organization
9. Partnership The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of The public entity
Agriculture
- --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's name and social security
number.
(3) Show the individual's name. You may also enter your business name or "doing
business as" name. You may use either your Social Security number or your
employer identification number.
(4) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
B. EXEMPT PAYEES--The following lists exempt payees. If you are exempt, you must
nonetheless complete the form and provide your TIN in order to establish that
you are exempt. Check the box in Part II of the form, sign and date the form.
For this purpose, Exempt Payees include: (1) a corporation; (2) an
organization exempt from tax under section 501(a), or an individual retirement
plan (IRA) or a custodial account under section 403(b)(7); (3) the United States
or any of its agencies or instrumentalities; (4) a state, the District of
Columbia, a possession of the United States, or any of their political
subdivisions or instrumentalities; (5) a foreign government or any of its
political subdivisions, agencies or instrumentalities; (6) an international
organization or any of its agencies or instrumentalities; (7) a foreign central
bank of issue; (8) a dealer in securities or commodities required to register in
the U.S. or a possession of the U.S.; (9) a real estate investment trust; (10)
an entity or person registered at all times during the tax year under the
Investment Company Act of 1940; (11) a common trust fund operated by a bank
under section 584(a); and (12) a financial institution.
18
C. OBTAINING A NUMBER--If you do not have a taxpayer identification number or
you do not know your number, obtain Form SS-5, application for a Social Security
Number, or Form SS-4, Application for Employer Identification Number, at the
local office of the Social Security Administration or the Internal Revenue
Service and apply for a number.
D. PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend,
interest or other payments to give taxpayer identification numbers to payers who
must report the payments to the IRS. The IRS uses the numbers for identification
purposes.
Payers must be given the numbers whether or not payees are required to file
tax returns. Payers must generally withhold 31% of taxable interest, dividend
and certain other payments to a payee who does not furnish a taxpayer
identification number. Certain penalties may also apply.
E. PENALTIES--
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Failure to Report Certain Dividend and Interest Payments. If you fail
to include any portion of an includable payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) Civil Penalty for False Information with Respect to Withholding. If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) Criminal Penalty for Falsifying Information. Falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
19
INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
9 3/8% SENIOR SUBORDINATED NOTES DUE 2008
OF
EAGLE-PICHER INDUSTRIES, INC.
The undersigned hereby acknowledges receipt of the Prospectus dated May ,
1998 (the "Prospectus") of Eagle-Picher Industries, Inc., an Ohio corporation
(the "Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer") to exchange $1,000 in principal amount of its 9 3/8% Senior Subordinated
Notes due 2008 (the "Exchange Notes") for each $1,000 in principal amount of its
outstanding 9 3/8% Senior Subordinated Notes due 2008 (the "Initial Notes").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the Initial Notes held by
you for the account of the undersigned.
The aggregate face amount of the Initial Notes held by you for the account
of the undersigned is (fill in amount):
$____________ of the 9 3/8% Senior Subordinated Notes due 2008.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Initial Notes held by you for the account of
the undersigned (insert principal amount of Initial Notes to be tendered*,
if any):
* The minimum permitted tender is $1,000 in principal amount of Initial
Notes. All tenders must be in integral multiples of $1,000 of principal
amount.
[ ] NOT to TENDER any Initial Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Initial Notes held by you
for the account of the undersigned, it is understood that you are authorized (a)
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 (as defined in the Letter of Transmittal), including but not
limited to representations to the effect that (i) the undersigned's principal
residence is in the state of (fill in state) _________________, (ii) the
undersigned is acquiring the Exchange Notes in the ordinary course of business
of the undersigned, (iii) the undersigned is not participating, does not intend
to participate, and has no arrangement or understanding with any person to
participate, in the distribution (within the meaning of the Securities Act) of
the Exchange Notes, (iv) except as otherwise disclosed in writing herewith, the
undersigned acknowledges that any person participating in the Exchange Offer
with the intention or for the purpose of distributing the Exchange Notes must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale of Exchange Notes acquired
by such person and cannot rely on the position of the Staff of the Securities
and Exchange Commission set forth in the no-action letters that are discussed in
the section of the Prospectus entitled "The Notes Exchange Offer--Purpose and
Effect of the Notes Exchange Offer"; (b) to make such agreements,
representations and warranties on behalf of the undersigned, as set forth in the
Letter of Transmittal; and (c) to take such other action as may be necessary
under the Prospectus or the Letter of Transmittal to effect the valid tender of
such Initial Notes.
20
- --------------------------------------------------------------------------------
SIGN HERE
Name of Beneficial Owner(s): ___________________________________________________
Signature(s): __________________________________________________________________
Name(s) (please print): ________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Telephone Number:_______________________________________________________________
Taxpayer Identification or Social Security Number: _____________________________
Date: __________________________________________________________________________
- --------------------------------------------------------------------------------
21