EXHIBIT 99.2
LETTER OF TRANSMITTAL
FOR
13% SENIOR SUBORDINATED NOTES DUE 2010
OF
PLIANT CORPORATION
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2002 (THE "EXPIRATION DATE"),
UNLESS EXTENDED.
The Exchange Agent is:
THE BANK OF NEW YORK
For Overnight Delivery
or Delivery by Registered or Certified Mail:
The Bank of New York
Corporate Trust Department
Reorganization Unit
15 Broad Street, 16(th) Floor
New York, NY 10007
Attn: Enrique Lopez
For Delivery by Hand:
The Bank of New York
Corporate Trust Department
Reorganization Unit
15 Broad Street, Lobby Level
New York, NY 10007
Attn: Enrique Lopez
By Facsimile Transmission
(for eligible institutions only):
(212) 235-2261
Confirm facsimile by telephone only:
(212) 235-2360
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated , 2002
(the "Prospectus") of Pliant Corporation (the "Company"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe the Company's
offer (the "Exchange Offer") to exchange its 13% Senior Subordinated Notes due
2010 (the "New Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for an equal aggregate principal amount
of its outstanding 13% Senior Subordinated Notes due 2010 issued April 10, 2002
(the "Old Notes" and, together with the New Notes, the "Notes") from the holders
thereof. The Old Notes are, and the New Notes will be, guaranteed by all of the
domestic restricted subsidiaries of the Company.
The terms of the New Notes are identical in all material respects (including
principal amount, interest rate and maturity) to the terms of the Old Notes for
which they may be exchanged pursuant to the Exchange Offer, except that the New
Notes are freely transferable by holders thereof (except as provided herein or
in the Prospectus).
Capitalized terms used but not defined herein shall have the same meaning given
them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
The undersigned has checked the appropriate boxes below and signed this Letter
of Transmittal to indicate the action the undersigned desires to take with
respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND
THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the certificate numbers and aggregate
principal amounts should be listed on a separate signed schedule affixed hereto.
The minimum permitted tender is $1,000 in principal amount. All other tenders
must be in integral multiples of $1,000.
DESCRIPTION OF OLD NOTES TENDERED HEREWITH
<Table>
- ------------------------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY OLD PRINCIPAL
PLEASE FILL IN NUMBER(S)* NOTES* AMOUNT TENDERED**
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
TOTAL
- ------------------------------------------------------------------------------------------------------------------------
</Table>
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered
the full aggregate principal amount represented by such Old Notes. See
instruction 2.
Holders of Old Notes whose Old Notes are not immediately available or who cannot
deliver all other required documents to the Exchange Agent on or prior to the
Expiration Date or who cannot complete the procedures for book-entry transfer on
a timely basis, must tender their Old Notes according to the guaranteed delivery
procedures set forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for purposes of this
Letter of Transmittal means any person in whose name Old Notes are registered or
any other person who has obtained a properly completed bond power from the
registered holder or any person whose Old Notes are held of record by The
Depository Trust Company ("DTC").
If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of New Notes.
If the undersigned is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. A broker-dealer may not participate in the Exchange Offer
with respect to Old Notes acquired other than as a result of market-making
activities or other trading activities. Any holder
2
who is an "affiliate" of the Company or who has an arrangement or understanding
with respect to the distribution of the New Notes to be acquired pursuant to the
Exchange Offer, or any broker-dealer who purchased Old Notes from the Company to
resell pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act must comply with the registration and
prospectus delivery requirements under the Securities Act.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY 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 Eligible Institution that Guaranteed Delivery
- -------------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND COMPLETE THE FOLLOWING:
Name(s)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
------------------------------------------------------------
SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old Notes in a principal
amount not tendered, or New Notes issued in exchange for Old Notes
accepted for exchange, are to be issued in the name of someone other than
the undersigned.
Issue certificate(s) to:
Name
----------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
(TAX IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old Notes in a principal
amount not tendered, or New Notes issued in exchange for Old Notes
accepted for exchange, are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that shown
above.
Deliver certificate(s) to:
Name
----------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------------
------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------
(TAX IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
------------------------------------------------------------
3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of the Old Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
all or any portion of the Old Notes tendered herewith in accordance with the
terms and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Company all right, title and interest in and to such Old Notes
as are being tendered herewith. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent as its 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 Issuers, in connection with the Exchange Offer) to
cause the Old Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority to
tender, exchange, assign and transfer the Old Notes and to acquire New Notes
issuable upon the exchange of such tendered Old Notes, and that, when the same
are accepted for exchange, the Company will acquire good and unencumbered title
to the tendered Old Notes, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned and any
beneficial owner of the Old Notes tendered hereby further represent and warrant
that (i) the New Notes acquired by the undersigned and any such beneficial owner
of Old Notes pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such New Notes, (ii) neither the
undersigned nor any such beneficial owner has an arrangement with any person to
participate in the distribution of such New Notes, (iii) neither the undersigned
nor any such beneficial owner nor any such other person is engaging in or
intends to engage in a distribution of such New Notes and (iv) neither the
undersigned nor any such other person is an "affiliate", as defined under Rule
405 promulgated under the Securities Act, of the Company. The undersigned and
each beneficial owner acknowledge and agree that any person who is an affiliate
of the Company or who tenders in the Exchange Offer for the purpose of
participating in a distribution of the New Notes must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a resale transaction of the New Notes acquired by such person
and may not rely on the position of the staff of the Securities and Exchange
Commission set forth in the no-action letters discussed in the Prospectus under
the caption "The exchange offer -- Resale of new notes." The undersigned and
each beneficial owner 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 sale, assignment and transfer of the Old Notes
tendered hereby.
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 oral notice
(confirmed in writing) or written notice thereof to the Exchange Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the Exchange
Offer because of an invalid tender, the occurrence of certain other events set
forth in the Prospectus or otherwise, any such unaccepted Old Notes will be
returned, without expense, to the undersigned at the address shown below or at a
different address as may be indicated herein under "Special Delivery
Instructions" as promptly as practicable after the Expiration Date.
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
4
The undersigned understands that tenders of Old Notes pursuant to the procedures
described under the caption "The exchange offer -- Procedures for tendering" in
the Prospectus and in the instructions hereto will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Exchange Offer, subject only to withdrawal of such tenders
on the terms set forth in the Prospectus under the caption "The exchange
offer -- Withdrawal of tenders."
Unless otherwise indicated under "Special Exchange Instructions," please cause
the New Notes to be issued, and return any Old Notes not tendered or not
accepted for exchange, in the name(s) of the undersigned (and, in the case of
Old Notes tendered by book-entry transfer, by credit to the account at DTC).
Similarly unless otherwise indicated under "Special Delivery Instructions,"
please mail any certificates for Old Notes not tendered or not accepted for
exchange (and accompanying documents, as appropriate), and any certificates for
New Notes, to the undersigned at the address shown below the undersigned's
signature(s). If both "Special Exchange Instructions" and "Special Delivery
Instructions" are completed, please cause the New Notes to be issued, and return
any Old Notes not tendered or not accepted for exchange, in the name(s) of, and
deliver any certificates for such Old Notes or New Notes to, the person(s) so
indicated (and in the case of Old Notes tendered by book-entry transfer, by
credit to the account at DTC so indicated). The undersigned recognizes that the
Company has no obligation, pursuant to the "Special Exchange Instructions," to
transfer any Old Notes from the name of the registered holder(s) thereof if the
Company does not accept for exchange any of the Old Notes so tendered.
Holders of Old Notes whose Old Notes are not immediately available or who cannot
deliver all other required documents to the Exchange Agent on or prior to the
Expiration Date or who cannot complete the procedures for book-entry transfer on
a timely basis, must tender their Old Notes according to the guaranteed delivery
procedures set forth in the Prospectus.
5
TENDERING HOLDER(S) SIGN HERE
- ------------------------------------------------------
- ------------------------------------------------------
(SIGNATURE OF REGISTERED HOLDER(S)
OR AUTHORIZED SIGNATORY)
- ------------------------------------------------------
(Date)
- ------------------------------------------------------
(Date)
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
CERTIFICATE(S) FOR OLD NOTES HEREBY TENDERED OR IN WHOSE NAME OLD NOTES ARE
REGISTERED ON THE BOOKS OF DTC OR ONE OF ITS PARTICIPANTS, OR BY ANY PERSON(S)
AUTHORIZED TO BECOME THE REGISTERED HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS
TRANSMITTED 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 THE FULL TITLE OF SUCH
PERSON. SEE INSTRUCTION 3.)
Names(s):
- --------------------------------------------------------------------------------
------------------------------------------------------------------------
(PLEASE PRINT)
Capacity:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone Number:
- -----------------------------------------------------------------------------
Taxpayer Identification No.:
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3)
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Name of Firm:
- --------------------------------------------------------------------------------
Area Code and Telephone No.:
- --------------------------------------------------------------------------------
Dated: , 2002
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.
A holder of Old Notes may tender the same by (i) properly completing and signing
this Letter of Transmittal or a facsimile hereof (all references in the
Prospectus to the Letter of Transmittal shall be deemed to include a facsimile
thereof) and delivering the same, together with the certificate or certificates,
if applicable, representing the Old Notes being tendered and any required
signature guarantees and any other documents required by this Letter of
Transmittal, to the Exchange Agent at its address set forth above on or prior to
the Expiration Date, or (ii) complying with the procedure for book-entry
transfer described below, or (iii) complying with the guaranteed delivery
procedures described below.
Holders of Old Notes may tender Old Notes by book-entry transfer by crediting
the Old Notes to the Exchange Agent's account at DTC in accordance with DTC's
Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP
procedures with respect to the Exchange Offer. 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 a computer-generated message (an
"Agent's Message") to the Exchange Agent for its acceptance in which the holder
of the Old Notes acknowledges and agrees to be bound by the terms of, and makes
the representations and warranties contained in, this Letter of Transmittal, the
DTC participant confirms on behalf of itself and the beneficial owners of such
Old Notes all provisions of this Letter of Transmittal (including any
representations and warranties) applicable to it and such beneficial owner as
fully as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent. 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.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ANY
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT
AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS
SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY
DELIVERY. NO OLD NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE ISSUERS.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent on or
prior to the Expiration Date or comply with book-entry transfer procedures on a
timely basis must tender their Old Notes pursuant to the guaranteed delivery
procedure set forth in the Prospectus. Pursuant to such procedure: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) on or prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution a letter, telegram or facsimile transmission
(receipt confirmed by telephone and an original delivered by guaranteed
overnight courier) setting forth the name and address of the tendering holder,
the names in which such Old Notes are registered, and, if applicable, the
certificate numbers of the Old Notes to be tendered; and (iii) all tendered Old
Notes (or a confirmation of any book-entry transfer of such Old Notes into the
Exchange Agent's account at a book-entry transfer facility) as well as this
Letter of Transmittal and all other
7
documents required by this Letter of Transmittal, must be received by the
Exchange Agent within three New York Stock Exchange trading days after the date
of execution of such letter, telegram or facsimile transmission, all as provided
in the Prospectus.
No alternative, conditional, irregular or contingent tenders will be accepted.
All tendering holders, by execution of this Letter of Transmittal (or facsimile
thereof), shall waive any right to receive notice of the acceptance of the Old
Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
Tenders of Old Notes will be accepted only in integral multiples of $1,000. If
less than the entire principal amount of Old Notes evidenced by a submitted
certificate is tendered, the tendering holder must fill in the aggregate
principal amount of Old Notes tendered in the box entitled "Description of Old
Notes Tendered Herewith." A newly issued certificate for the Old Notes submitted
but not tendered will be sent to such holder as soon as practicable after the
Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn
prior to the Expiration Date.
To be effective with respect to the tender of Old Notes, a written notice of
withdrawal must: (i) be received by the Exchange Agent at one of the addresses
for the Exchange Agent set forth above before the Company notifies the Exchange
Agent that it has accepted the tender of Old Notes pursuant to the Exchange
Offer; (ii) specify the name of the person who tendered the Old Notes to be
withdrawn; (iii) identify the Old Notes to be withdrawn (including the principal
amount of such Old Notes, or, if applicable, the certificate numbers shown on
the particular certificates evidencing such Old Notes and the principal amount
of Old Notes represented by such certificates); (iv) include a statement that
such holder is withdrawing its election to have such Old Notes exchanged; and
(v) be signed by the holder in the same manner as the original signature on this
Letter of Transmittal (including any required signature guarantee). The Exchange
Agent will return the properly withdrawn Old Notes promptly following receipt of
notice of withdrawal. If Old Notes have been tendered pursuant to the procedure
for book-entry transfer, any notice of withdrawal must specify the name and
number of the account at the book-entry transfer facility to be credited with
the withdrawn Old Notes or otherwise comply with the book-entry transfer
facility's procedures. All questions as to the validity of notices of
withdrawals, including time of receipt, will be determined by the Company, and
such determination will be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer. Any Old Notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the holder thereof without cost to such holder (or, in the case of
Old Notes tendered by book-entry transfer into the Exchange Agent's account at
the book-entry transfer facility pursuant to the book-entry transfer procedures
described above, such Old Notes will be credited to an account with such
book-entry transfer facility specified by the holder) as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the Prospectus at any time prior to the Expiration Date.
8
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it will be
necessary to complete, sign and submit as many separate copies of this Letter of
Transmittal as there are different registrations of Old Notes.
When this Letter of Transmittal is signed by the registered holder or holders
(which term, for the purposes described herein, shall include the book-entry
transfer facility whose name appears on a security listing as the owner of the
Old Notes) of Old Notes listed and tendered hereby, no endorsements of
certificates or separate written instruments of transfer or exchange are
required unless New Notes issued in exchange therefor are to be issued, or Old
Notes are not tendered or not exchanged are to be returned, in the name of any
person other than the registered holder. Signatures on any such certificates or
separate written instruments of transfer or exchange must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered
holder or holders of the Old Notes listed, such Old Notes must be endorsed or
accompanied by separate written instruments of transfer or exchange in form
satisfactory to the Company and duly executed by the registered holder, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the Old Notes.
If this Letter of Transmittal, any certificates or separate written instruments
of transfer or exchange are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and, unless waived by the Company, proper evidence satisfactory to the
Company of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments of
transfer or exchange required by this Instruction 3 must be guaranteed by an
Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution, unless Old Notes are tendered: (i) by a holder who has not
completed the box entitled "Special Exchange Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal; or (ii) for the account of an
Eligible Institution (as defined below). In the event that the exhibit
signatures in this Letter of Transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantees must be by an eligible
guarantor institution which is a member of a firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or another "eligible institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible
Institution"). If Old Notes are registered in the name of a person other than
the signer of this Letter of Transmittal, the Old Notes surrendered for exchange
must be endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the Company, in its
sole discretion, duly executed by the registered holder with the signature
thereon guaranteed by an Eligible Institution.
9
4. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, as applicable, the name and address to which
the New Notes or certificates for Old Notes not tendered or not accepted for
exchange are to be issued or sent, if different from the name and address of the
person signing this Letter of Transmittal. In the case of issuance in a
different name, the tax identification number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request that
Old Notes not exchanged be credited to such account maintained at the book-entry
transfer facility as such holder may designate.
5. TRANSFER TAXES.
The Company shall pay all transfer taxes, if any, applicable to the transfer and
exchange of Old Notes to it or its order pursuant to the Exchange Offer. If,
however, New Notes or Old Notes not tendered or accepted for exchange are to be
delivered to, or are registered or issued in the name of any person other than
the registered holder of the Old Notes tendered hereby, or if tendered Old 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 and exchange of Old Notes to the Company or its order pursuant to
the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered holder or any other person) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exception therefrom
is not submitted herewith the amount of such transfer taxes will be billed
directly to such tendering holder.
6. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or in part, any of
the conditions to the Exchange Offer set forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the address indicated below for further
instructions.
8. IRREGULARITIES.
All questions as to the validity, form, eligibility (including time of receipt),
and acceptance of Letters of Transmittals or Old Notes will be resolved by the
Company, whose determination will be final and binding. The Company reserves the
absolute right to reject any or all Letters of Transmittal or tenders that are
not in proper form or the acceptance of which would, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to the particular Old Notes covered by
any Letter of Transmittal or tendered pursuant to such letter. None of the
Company, the Exchange Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. The Company's interpretation of the
terms and conditions of the Exchange Offer shall be final and binding.
9. SUBSTITUTE FORM W-9.
Each holder of Old Notes whose Old Notes are accepted for exchange (or other
payee) is required to provide a correct taxpayer identification number ("TIN"),
generally the holder's Social Security or federal employer identification
number, and certain other information, on Substitute Form W-9, which is provided
under "Important Tax Information" below, and to certify that the holder (or
other payee) is not subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may
10
subject the holder (or other payee) to a $50 penalty imposed by the Internal
Revenue Service and 31% federal income tax backup withholding on payments made
in connection with the Old Notes.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address and telephone number set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Exchange Agent at the address and
telephone number indicated above.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER
WITH CERTIFICATES OF OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
11
IMPORTANT TAX INFORMATION
The Holder is required to give the Exchange Agent the social security number or
employer identification number of the Holder of the Old Notes. If the Old Notes
are in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance on which number to report.
- --------------------------------------------------------------------------------
Name of Holder
(if joint, list first and circle the name of the person or entity whose number
you enter in Part I below)
- --------------------------------------------------------------------------------
Address
(if Holder does not complete, signature below will constitute a certification
that the above address is correct)
<Table>
- -----------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: Pliant Corporation
- -----------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
FORMW-9 CERTIFY BY SIGNING AND DATING BELOW. If you do not have a
number, see How to Obtain a "TIN" in the enclosed -------------------------
Guidelines. Social Security Number
OR
-------------------------
Employer Identification Number
------------------------------------------------------------------------------------------------
Department of the Treasury PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING, SEE THE ENCLOSED GUIDELINES FOR
Internal CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Certification -- Under
Revenue Service penalties of perjury, I certify that:
PAYOR'S REQUEST FOR
TAXPAYER IDENTIFICATION (1) The number shown on this form is my correct Taxpayer Identification Number (or I am
NUMBER (TIN) waiting for a number to be issued for me); and
(2) I am not subject to backup withholding either because I have not been notified by the
Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or the IRS has notified me that I am no
longer subject to backup withholding.
------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by
the IRS that you are subject to backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified by the IRS that you were
subject to backup withholding, do not cross item (2). (Also see instruction in the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)
- -----------------------------------------------------------------------------------------------------------------------------
</Table>
SIGNATURE DATE _____________________
NAME
(Please
Print)
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
(DO NOT WRITE IN SPACE BELOW)
Certificate Surrendered Old Notes Tendered Old Notes Accepted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Delivery
Prepared By Checked By Date
12