EXHIBIT 99.1
This Letter of Transmittal is being used with respect to the outstanding 9 3/4%
Senior Subordinated Notes due 2012 (the "Outstanding Notes") of Associated
Materials Incorporated, a Delaware corporation (the "Company").
ASSOCIATED MATERIALS INCORPORATED
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
9 3/4% SENIOR SUBORDINATED NOTES DUE 2012
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR ALL ISSUED AND OUTSTANDING
9 3/4% SENIOR SUBORDINATED NOTES DUE 2012
PURSUANT TO THE PROSPECTUS DATED , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
If you desire to tender your Outstanding Notes in the Exchange Offer (as
defined below), this Letter of Transmittal (the "Letter of Transmittal") should
be completed, signed and submitted to the Exchange Agent at the following
address or by facsimile:
EXCHANGE AGENT:
WILMINGTON TRUST COMPANY
<Table>
By Facsimile:
By Registered or Certified Mail: By Hand/Overnight Delivery: (Eligible Institutions Only)
Wilmington Trust Company Wilmington Trust Company (302) 636-4145
DC-1615 Reorganization Services Corporate Trust Confirm by Telephone:
PO Box 8861 Reorganization Services (302) 636-6472
Wilmington, DE 19899-8861 Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1615
</Table>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS LETTER OF
TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE IT IS COMPLETED AND RETURNED TO THE
EXCHANGE AGENT.
For any questions or additional information regarding this Letter of
Transmittal, you may contact the Exchange Agent.
The undersigned acknowledges that he or she has received and reviewed the
Company's Prospectus, dated , 2002 (the "Prospectus") and this Letter
of Transmittal, which together constitute the Company's offer (the "Exchange
Offer") to exchange up to $165,000,000 aggregate principal amount of the
Company's 9 3/4% Senior Subordinated Notes due 2012 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the Company's Outstanding
Notes.
For each $1,000 principal amount of Outstanding Notes accepted for
exchange, the registered holder of such Outstanding Notes (collectively with all
other registered holders of Outstanding Notes, the "Holders," and individually,
a "Holder") will receive $1,000 principal amount of Exchange Notes and integral
multiples of $1,000. Registered holders of Exchange Notes on the relevant record
date for the first interest payment date following the consummation of the
Exchange Offer will receive interest accruing at the rate of 9 3/4% per year,
payable semiannually in arrears on April 15 and October 15, commencing on
October 15, 2002. Interest on these Exchange Notes will accrue from the last
interest payment date on which interest was paid on the Outstanding Notes.
Outstanding Notes accepted for exchange will cease to accrue interest from and
after the date of consummation of the Exchange Offer. Accordingly, Holders whose
Outstanding Notes are accepted for exchange will not receive any payment in
respect of accrued interest on such Outstanding Notes otherwise payable on any
interest payment date the record date for which occurs on or after consummation
of the Exchange Offer.
This Letter of Transmittal is to be completed by a Holder of Outstanding
Notes either if certificates are to be forwarded herewith or if a tender of
certificates for Outstanding Notes, if available, is to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in "The Exchange Offer -- Procedures for Tendering" section of the
Prospectus. Holders of Outstanding Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Outstanding Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and
all other documents required by this Letter of Transmittal to the Exchange Agent
on or prior to the Expiration Date, must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1 herein. Delivery of documents to the Book-Entry Transfer Facility
does not constitute delivery to the Exchange Agent.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned with
respect to the tendered Outstanding Notes, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver the tendered Outstanding Notes to the Company or cause
ownership of the tendered Outstanding Notes to be transferred to, or upon the
order of, the Company, on the books of the registrar for the Outstanding Notes
and deliver all accompanying evidences of transfer and authenticity to, or upon
the order of, the Company upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to which the undersigned is entitled
upon acceptance by the Company of the tendered Outstanding Notes pursuant to the
Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights
of beneficial ownership of the tendered Outstanding Notes, all in accordance
with the terms of the Exchange Offer.
The undersigned hereby tenders the Outstanding Notes described in the box
entitled "Description of Outstanding Notes Tendered" herein, has completed the
appropriate boxes below and has signed this Letter of Transmittal to indicate
the action the undersigned desires to take with respect to the Exchange Offer.
2
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Outstanding Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Outstanding Notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Company. The undersigned hereby further represents that (i) any Exchange
Notes acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, (ii) neither the
Holder nor any other person acting on the Holder's behalf is engaging in or
intends to engage in a distribution of such Exchange Notes, (iii) neither the
Holder of such Outstanding Notes nor any other person acting on the Holder's
behalf has an arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act) of such Exchange Notes,
(iv) neither the Holder of such Outstanding Notes nor any other person acting on
the Holder's behalf is an "affiliate" of the Company or any of its subsidiaries,
as that term is defined in Rule 405 of the Securities Act and (v) if the Holder
or any other person acting on behalf the Holder is a broker-dealer, the Holder
will receive Exchange Notes for its own account in exchange for its Outstanding
Notes that were acquired as a result of market-making activities or other
trading activities, and the Holder acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Notes.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Notes may be offered for resale, resold and
otherwise transferred by a Holder thereof (other than a Holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such Exchange Notes are acquired in the
ordinary course of such Holder's business and such Holder has no arrangement
with any person to participate in a distribution of such Exchange Notes.
However, the Commission has not considered the Exchange Offer in the context of
a no-action letter, and there can be no assurance that the staff of the
Commission would make a similar determination with respect to the Exchange Offer
as in other circumstances. 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 Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an affiliate
of the Company, is engaged in or intends to engage in, or has any arrangement or
understanding with any person to participate in, a distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, such Holder could not rely
on the applicable interpretations of the staff of the Commission and must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any resale transaction. If the undersigned is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Outstanding
Notes that were acquired as a result of market-making activities or other
trading activities, it may be a statutory underwriter and it acknowledges that
it must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes. However, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Outstanding Notes tendered hereby. The
undersigned understands that tenders of Outstanding Notes pursuant to the
procedures described under the caption "The Exchange Offer" 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
Rights." All authority conferred or agreed to be conferred in this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the
3
death or incapacity of the undersigned. This tender may be withdrawn only in
accordance with the procedures set forth in "The Exchange Offer -- Withdrawal
Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" herein, please issue the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding Notes
not exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Outstanding Notes, please credit the account indicated below
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" herein, please
send the Exchange Notes (and, if applicable, substitute certificates
representing Outstanding Notes for any Outstanding Notes not exchanged) to the
undersigned at the address shown in the box herein entitled "Description of
Outstanding Notes Delivered."
4
THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES DELIVERED" AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE
DEEMED TO HAVE TENDERED OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Outstanding Notes should be listed on a separate signed
schedule affixed hereto.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OUTSTANDING NOTES TENDERED
- ------------------------------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) AMOUNT PRINCIPAL AMOUNT
EXACTLY AS NAME(S) APPEAR(S) ON NOTE(S) CERTIFICATE(S) CERTIFICATE REPRESENTED BY TENDERED (IF LESS
(PLEASE FILL IN, IF BLANK) NUMBER(S)* CERTIFICATE(S) THAN ALL)**
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Totals:
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
* Need not be completed if Outstanding Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a Holder will be deemed to have
tendered ALL of the Outstanding Notes represented by the listed
certificates. See Instruction 3. Outstanding Notes tendered hereby must be
in denominations of principal amount of $1,000 and any integral multiple of
$1,000. See Instruction 1.
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
DTC Account Number Transaction Code Number
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name of Registered Holder
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution Which Guaranteed Delivery
If Delivered by Book-Entry Transfer, Complete the Following:
DTC Account Number Transaction Code Number
[ ] CHECK HERE IF OUTSTANDING NOTES ARE TENDERED BY BOOK-ENTRY AND UN-
EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT
NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES
OF THE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO (UNLESS
OTHERWISE SPECIFIED, 10 ADDITIONAL COPIES WILL BE FURNISHED.)
Name
Address
5
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 5)
To be completed ONLY if certificates for Outstanding Notes not exchanged and/or
Exchange Notes are to be issued in the name of someone other than the person or
persons whose signature(s) appear(s) on this Letter of Transmittal below or if
Outstanding Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the account indicated above.
Issue Exchange Notes and/or Outstanding Notes to:
Name:
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
[ ] Credit unexchanged Outstanding Notes delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below.
- --------------------------------------------------------------------------------
(BOOK-ENTRY TRANSFER FACILITY ACCOUNT)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 5)
To be completed ONLY if certificates for Outstanding Notes not exchanged and/or
Exchange Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter of Transmittal below or to such person or
persons at an address other than shown in the box entitled "Description of
Outstanding Notes Delivered" on this Letter of Transmittal above.
Mail Exchange Notes and/or Outstanding Notes to:
Name:
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX ABOVE
6
HOLDERS PLEASE SIGN HERE
(Please Complete the Accompanying Substitute Form W-9)
x
- --------------------------------------------------------------------------------
x
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDERS OR AUTHORIZED SIGNATORY)
Dated: ____________________ , 2002
If a Holder is tendering any Outstanding Notes, this Letter of Transmittal must
be signed by the Holder(s) as the name(s) appear(s) on the certificate(s) for
the Outstanding Notes or by any person(s) authorized to become Holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 4.
Name:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
SIGNATURE GUARANTEE
(If required by Instruction 4)
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Name of Firm:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.:
- --------------------------------------------------------------------------------
Dated: ____________________ , 2002
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE COMPANY'S OFFER TO EXCHANGE
THE 9 3/4% SENIOR SUBORDINATED NOTES DUE 2012, WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, FOR ALL OF THE COMPANY'S ISSUED AND
OUTSTANDING 9 3/4% SENIOR SUBORDINATED NOTES DUE 2012.
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES; GUARANTEED
DELIVERY PROCEDURES.
This Letter of Transmittal is to be completed by Holders of Outstanding
Notes either if certificates representing the Outstanding Notes are to be
forwarded herewith or if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in "The Exchange Offer -- Procedures
for Tendering" section of the Prospectus. Certificates for all physically
tendered Outstanding Notes, or Book-Entry Confirmation, as the case may be, as
well as a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile hereof) and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at the address set
forth herein on or prior to the Expiration Date, or the tendering holder must
comply with the guaranteed delivery procedures set forth below. Outstanding
Notes tendered hereby must be in denominations of principal amount of $1,000 and
any integral multiple of $1,000.
Holders whose certificates for Outstanding Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Outstanding Notes pursuant to the guaranteed delivery procedures
set forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of
the Prospectus. Pursuant to such procedures, (i) such tender must be made
through an Eligible Institution (as defined below), (ii) on or prior to 5:00
p.m., New York City time, on the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by facsimile
transmission, overnight carrier, mail or hand delivery), setting forth the name
and address of the Holder of Outstanding Notes and the amount of Outstanding
Notes tendered, stating that the tender is being made thereby and guaranteeing
that within three New York Stock Exchange ("NYSE") trading days after the date
of execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Outstanding Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, and any other documents required by
this Letter of Transmittal will be deposited by the Eligible Institution with
the Exchange Agent, and (iii) the certificates for all physically tendered
Outstanding Notes, in proper form for transfer, or Book-Entry Confirmation, as
the case may be, and any other documents required by this Letter of Transmittal,
are received by the Exchange Agent within three NYSE trading days after the date
of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Outstanding Notes
and all other required documents is at the election and risk of the tendering
Holders, but delivery will be deemed made only upon actual receipt or
confirmation by the Exchange Agent. Instead of delivery by mail, the Company
recommends that you use an overnight or hand delivery service. If Outstanding
Notes are sent by mail, it is suggested that the mailing be registered mail,
properly insured with return receipt requested, and made sufficiently in advance
of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS.
Only a Holder in whose name appears on a DTC security position listing as a
Holder of Outstanding Notes, or the legal representative or attorney-in-fact of
such registered Holder, may execute and deliver this Letter of Transmittal. Any
beneficial owner of tendered Outstanding Notes who is not the registered holder
must arrange promptly with the registered holder to execute and deliver this
Letter of Transmittal on his or her behalf through the execution and delivery to
the registered holder of the Instructions of Registered Holder and/or Book-Entry
Transfer Facility Participant from Beneficial Owner form accompanying this
Letter of Transmittal.
8
3. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
Tenders of Outstanding Notes will be accepted only in principal amounts of
$1,000 or integral multiples of $1,000. If less than all of the Outstanding
Notes evidenced by a submitted certificate are to be tendered, the tendering
Holder(s) should fill in the aggregate principal amount of Outstanding Notes to
be tendered in the box above entitled "Description of Outstanding Notes
Delivered -- Principal Amount Tendered." A reissued certificate representing the
balance of non-tendered Outstanding Notes will be sent to such tendering Holder,
unless otherwise provided in the appropriate box of this Letter of Transmittal,
promptly after the Expiration Date. See Instruction 5. All of the Outstanding
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS,
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the Holder of the Outstanding
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever.
If any tendered Outstanding Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the Holder or Holders of the
Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If however, the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be reissued,
to a person other than the Holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificates(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the Holder
or Holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the Holder or Holders appear(s) on the
certificate(s) and signatures on such certificate(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or other persons acting in a fiduciary or representative
capacity, such persons should indicate their capacity when signing, and, unless
waived by the Company, submit proper evidence satisfactory to the Company
demonstrating their authority to act on your behalf.
ENDORSEMENTS ON CERTIFICATES FOR OUTSTANDING NOTES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 4 MUST BE GUARANTEED BY A FINANCIAL
INSTITUTION (INCLUDING MOST BANKS, SAVINGS AND LOAN ASSOCIATIONS AND BROKERAGE
HOUSES) THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM, THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM, THE STOCK
EXCHANGE MEDALLION PROGRAM OR AN "ELIGIBLE GUARANTOR INSTITUTION" WITHIN THE
MEANING OF RULE 17Ad-15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(EACH, AN "ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION, PROVIDED THE OUTSTANDING NOTES ARE TENDERED: (I) BY A
REGISTERED HOLDER OF OUTSTANDING NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE
OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE
NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OUTSTANDING
NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR
"SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OF TRANSMITTAL, OR (II) FOR THE
ACCOUNT OF AN ELIGIBLE INSTITUTION.
9
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Outstanding Notes should indicate in the applicable
box the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Outstanding Notes not exchanged
are to be issued or sent, if different from the name or address of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the taxpayer identification or social security number of the person named must
also be indicated. Holders tendering Outstanding Notes by book-entry transfer
may request that Outstanding Notes not exchanged be credited to such account
maintained at the Book-Entry Transfer Facility as such Holder may designate
hereon. If no such instructions are given, such Outstanding Notes not exchanged
will be returned to the name and address of the person signing this Letter of
Transmittal.
6. TRANSFER TAXES.
Except as set forth in this Instruction 6, the Company will pay all
transfer taxes, if any, applicable to the transfer of Outstanding Notes to it or
its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or
substitute Outstanding Notes not exchanged are to be delivered to, or are to be
registered or issued in the name of, any person other than the Holder of the
Outstanding Notes tendered hereby, or if tendered Outstanding Notes are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
transfer of Outstanding Notes to the Company or its order pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered Holder or any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted herewith, the amount of such transfer taxes will be billed to
such tendering Holder and the Exchange Agent will retain possession of an amount
of Exchange Notes with a face amount equal to the amount of such transfer taxes
due by such tendering Holder pending receipt by the Exchange Agent of the amount
of such taxes.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter of Transmittal.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to amend or waive satisfaction of
any or all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders of Outstanding Notes, by execution of this Letter of
Transmittal, or facsimile thereof, shall waive any right to receive notice of
the acceptance of their Outstanding Notes for exchange.
Although the Company intends to notify Holders of defects or irregularities
with respect to tenders of Outstanding Notes, neither the Company, the Exchange
Agent nor any other person shall incur any liability for failure to give any
notification.
9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.
Any Holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. ACCEPTANCE OF TENDERED OUTSTANDING NOTES AND ISSUANCE OF EXCHANGE NOTES;
RETURN OF OUTSTANDING NOTES.
Subject to the terms and conditions of the Exchange Offer, the acceptance
for exchange of Outstanding Notes validly tendered and not properly withdrawn
and the delivery of Exchange Notes and the payment of any accrued and unpaid
interest on the Outstanding Notes will be made as promptly as practicable after
the Expiration Date. For purposes of the Exchange Offer, the Company shall be
deemed to have accepted validly tendered Outstanding Notes and not properly
withdrawn Outstanding Notes when, as and if the Company has given written or
oral notice (immediately followed in writing) thereof to the Exchange Agent. If
any tendered Outstanding Notes are not
10
accepted for exchange pursuant to the Exchange Offer for any reason, then such
unexchanged Outstanding Notes will be returned, at the Company's expense, to the
undersigned at the address shown in the Box entitled "Description of Outstanding
Notes Delivered" or at a different address as may be indicated herein under
"Special Delivery Instructions" as promptly as practicable after the Expiration
Date or the termination of the applicable Exchange Offer therefor.
11. WITHDRAWAL OF TENDERS.
Tenders of Outstanding Notes may be withdrawn at any time before 5:00 p.m.,
New York City time, on the Expiration Date. For a withdrawal to be effective, an
electronic transmission through DTC's Automated Tender Offer Program, or, for
non-DTC participants, a written notice of withdrawal must be received by the
Exchange Agent at one of the addresses set forth above before 5:00 p.m., New
York City time, on the Expiration Date. Any such notice of withdrawal must
specify the name of the person having tendered the Outstanding Notes to be
withdrawn, identify the Outstanding Notes to be withdrawn (including the
certificate number or numbers, if any, and the principal amount of such
Outstanding Notes), be signed by the Holder in the same manner as the original
signature on this Letter of Transmittal by which such Outstanding Notes were
tendered or be accompanied by documents of transfer sufficient to have the
trustee of such Outstanding Notes register the transfer of such Outstanding
Notes into the name of the Holder, and specify the name in which such
Outstanding Notes are registered, if different from that of the withdrawing
Holder. If certificates for Outstanding Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the release of such certificates
the withdrawing Holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution unless such Holder is an Eligible
Institution in which case such guarantee will not be required. If Outstanding
Notes have been tendered pursuant to the procedure for book-entry transfer
described above, 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 Outstanding Notes and otherwise comply with the procedures of such
facility. The Company will determine all questions as to the validity, form and
eligibility (including time of receipt) of such notices, and our determination
will be final and binding on all parties. Any Outstanding Notes so withdrawn
will not be considered to have been validly tendered for exchange for purposes
of the Exchange Offer. The Company will return to the Holder any Outstanding
Notes which have been tendered for exchange but which are not exchanged for any
reason without cost to such Holder (or, in the case of Outstanding 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 Outstanding Notes will be credited to an account
maintained with such Book-Entry Transfer Facility for the Outstanding Notes) as
soon as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by
following one of the procedures set forth in "The Exchange Offer -- Procedures
for Tendering" section of the Prospectus at any time on or prior to the
Expiration Date.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter of Transmittal and other
related documents may be directed to the Exchange Agent at the address indicated
above.
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IMPORTANT TAX INFORMATION
Under current United States federal income tax law, a Holder of Outstanding
Notes whose tendered Notes are accepted for exchange may be subject to backup
withholding tax unless the Holder provides the Company (as payor), through the
Exchange Agent, with Substitute Form W-9, as described below in "Purpose of
Substitute Form W-9" or otherwise establishes a basis for exemption.
Accordingly, each prospective Holder of Exchange Notes to be issued pursuant to
Special Issuance Instructions should complete the attached Substitute Form W-9.
The Substitute Form W-9 need not be completed if the box entitled Special
Issuance Instructions has not been completed.
Certain Holders of Exchange Notes (including, among others, all
corporations and certain foreign persons) are not subject to these backup
withholding tax and information reporting requirements. Exempt prospective
Holders of Exchange Notes should indicate their exempt status on Substitute Form
W-9. A foreign person may qualify as an exempt recipient by submitting to the
Company, through the Exchange Agent, a properly completed Internal Revenue
Service Form W-8 (which the Exchange Agent will provide upon request) signed
under penalty of perjury, attesting to the Holder's exempt status. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If backup withholding tax applies, the Company is required to withhold 30%
of any payment made to the Holder of Exchange Notes or other payee. Backup
withholding tax is not an additional United States federal income tax. Rather,
the United States federal income tax liability of persons subject to backup
withholding tax will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding tax on any Exchange Notes delivered pursuant
to the Exchange Offer and any payments received in respect of the Exchange
Notes, each prospective Holder of Exchange Notes to be issued pursuant to
Special Issuance Instructions should provide the Company, through the Exchange
Agent, with either: (i) (a) such prospective Holder's correct TIN on Substitute
Form W-9 attached hereto, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such prospective Holder has applied for and is awaiting
a TIN); (b) certification that (A) such prospective Holder has not been notified
by the Internal Revenue Service that he or she is subject to backup withholding
tax as a result of a failure to report all interest or dividends or (B) the
Internal Revenue Service has notified such prospective Holder that he or she is
no longer subject to backup withholding tax and (c) certification that the
Holder is a United States person; or (ii) an adequate basis for exemption from
backup withholding tax. If such Holder is an individual, the TIN is such
Holder's social security number. If the Exchange Agent is not provided with the
correct TIN, the Holder of the Exchange Notes may be subject to certain
penalties imposed by the Internal Revenue Service unless such failure is due to
reasonable cause and not to willful neglect.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective Holder of Exchange Notes to be issued pursuant to Special
Issuance Instructions is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the prospective
record owner of the Exchange Notes. If the Exchange Notes will be held in more
than one name or are not held 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 regarding which number to report.
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TO BE COMPLETED BY CERTAIN TENDERING HOLDERS
(SEE IMPORTANT TAX INFORMATION)
- --------------------------------------------------------------------------------
PAYOR'S NAME: WILMINGTON TRUST COMPANY
- --------------------------------------------------------------------------------
<Table>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT TIN: ----------------------------------
FORM W-9 OR INDICATE THAT YOU APPLIED FOR A TIN AND CERTIFY Social Security Number
BY SIGNING AND DATING BELOW.
---------------------------------
DEPARTMENT OF THE Employer Identification Number
TREASURY
INTERNAL REVENUE SERVICE TIN Applied for [ ]
------------------------------------------------------------------------------------------------
PART 2 -- CERTIFICATION -- UNDER PENALTY OF PERJURY, I CERTIFY THAT:
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting
NUMBER ("TIN") AND for a number to be issued to me);
CERTIFICATION
(2) I am not subject to backup withholding either because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service (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;
and
(3) I am a United States person (including a United States resident alien).
------------------------------------------------------------------------------------------------
Signature ----------------------------------------------------- Date----------------, 2002
- --------------------------------------------------------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified by the IRS that you are currently subject
to backup withholding tax because you have failed to report all interest and dividends on your tax return.
- --------------------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE BY A PROSPECTIVE HOLDER OF EXCHANGE NOTES TO BE ISSUED PURSUANT TO
THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM
MAY RESULT IN BACKUP WITHHOLDING TAX OF 30% OF THE EXCHANGE NOTES
DELIVERED TO YOU PURSUANT TO THE EXCHANGE OFFER AND ANY PAYMENTS RECEIVED
BY YOU IN RESPECT OF THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 1 OF
SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 30% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature: ______________________________________ Date: ________________, 2002
13