EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
12.75% SENIOR SUBORDINATED NOTES DUE 2010
OF
TEKNI-PLEX, INC.
PURSUANT TO THE
EXCHANGE OFFER
IN RESPECT OF
ALL OF ITS OUTSTANDING
12.75% SENIOR SUBORDINATED NOTES DUE 2010
FOR
12.75% SERIES B SENIOR SUBORDINATED NOTES DUE 2010
---------------------
PURSUANT TO THE PROSPECTUS DATED , 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2002 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION
DATE").
TO: HSBC BANK USA, EXCHANGE AGENT
<Table>
By Mail or Hand/Overnight Delivery: By Facsimile:
HSBC Bank USA (718) 488-4488
One Hanson Place Attention: Paulette Shaw
Brooklyn, New York, 11243 Confirm by Telephone:
Attn: Paulette Shaw (718) 488-4475
Phone (718) 488-4475
</Table>
---------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD
NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below). As used herein, the term
"holder" means a holder of Old Notes (as defined below), including any
participant ("DTC Participant") in the book-entry transfer facility system of
The Depository Trust Company ("DTC"), whose name appears on a security position
listing as the owner of the Old Notes. As used herein, the term "certificates"
means physical certificates representing Old Notes.
To participate in the Exchange Offer (as defined below), holders must
tender by (a) book-entry transfer pursuant to the procedures set forth in the
Prospectus under "The Exchange Offer -- Book-Entry Transfer" or (b) forwarding
certificates herewith. Holders who are DTC Participants tendering by book-entry
transfer may execute such tender
through the Automated Tender Offer Program ("ATOP") of DTC. A holder using ATOP
should transmit its acceptance to DTC on or prior to the Expiration Date. DTC
will verify such acceptance, execute a book-entry transfer of the tendered Old
Notes into the account of HSBC Bank USA (the "Exchange Agent") at DTC and then
send to the Exchange Agent a Book-Entry Confirmation (as defined below),
including an agent's message (as defined below) confirming that DTC has received
an express acknowledgment from such holder that such holder has received and
agrees to be bound by this Letter of Transmittal and that the Company (as
defined below) may enforce this Letter of Transmittal against such holder. The
Book-Entry Confirmation must be received by the Exchange Agent in order for the
tender relating thereto to be effective. Book-entry transfer to DTC in
accordance with DTC's procedures does not constitute delivery of the Book-Entry
Confirmation to the Exchange Agent.
If the tender is not made pursuant to the book-entry transfer procedures,
certificates, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at its address set forth herein on or prior to the
Expiration Date in order for such tender to be effective.
Holders of Old Notes whose certificates for such Old 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 procedures for book-entry transfer on or prior to the
Expiration Date, must tender their Old Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery
Procedures" in the Prospectus.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its sole discretion, in which event the term "Expiration
Date" shall mean the latest time and date to which the Exchange Offer is
extended. The Company shall notify the holders of the Old Notes of any extension
by means of a press release or other public announcement prior to 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
2
LIST BELOW THE OLD NOTES TO WHICH THIS LETTER OF TRANSMITTAL RELATES. IF
THE SPACE PROVIDED BELOW IS INADEQUATE, LIST THE CERTIFICATE NUMBERS, PRINCIPAL
AMOUNTS AND NUMBER OF BENEFICIAL HOLDERS ON A SEPARATELY EXECUTED SCHEDULE AND
AFFIX THE SCHEDULE TO THIS LETTER OF TRANSMITTAL. SEE INSTRUCTION 3.
<Table>
<Caption>
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DESCRIPTION OF OLD NOTES TENDERED
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PRINCIPAL AMOUNT OF NUMBER OF
OLD NOTES TENDERED BENEFICIAL HOLDERS
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE (IF LESS THAN ALL ARE FOR WHICH OLD
(PLEASE FILL IN, IF BLANK) NUMBER(S)* TENDERED)** NOTES ARE HELD
- --------------------------------------------------------------------------------------------------------------------------
$
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$
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$
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$
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$
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$
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$
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$
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$
-------------------------------------------------------
$
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$
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$
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$
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TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED $
- --------------------------------------------------------------------------------------------------------------------------
* NEED NOT BE COMPLETED BY HOLDERS TENDERING BY BOOK-ENTRY TRANSFER.
** OLD NOTES MAY BE TENDERED IN THE PRINCIPAL AMOUNT OF $1,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF;
PROVIDED THAT IF FEWER THAN ALL OF THE OLD NOTES OF A HOLDER ARE TENDERED FOR EXCHANGE, THE UNTENDERED PRINCIPAL
AMOUNT OF THE HOLDER'S REMAINING OLD NOTES MUST BE $100,000 OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF. ALL
OLD NOTES HELD SHALL BE DEEMED TENDERED UNLESS A LESSER NUMBER IS SPECIFIED IN THUS COLUMN. SEE INSTRUCTION 4.
- --------------------------------------------------------------------------------------------------------------------------
</Table>
3
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS (DEFINED IN INSTRUCTION 1)
ONLY)
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
DTC Account Number:
Transaction Code Number:
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) of Old Notes:
Window Ticket Number (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
Name of Tendering Institution:
DTC Account Number:
Transaction Code Number:
[ ] CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND NON-
EXCHANGED OR UNTENDERED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC
ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS OLD NOTES ACQUIRED FOR YOUR
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE ADDITIONAL COPIES OF THE
PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN
CONNECTION WITH RESALES OF NEW NOTES RECEIVED FOR YOUR OWN ACCOUNT IN
EXCHANGE FOR SUCH OLD NOTES.
Name:
Address:
Area Code and Telephone Number: Contact Person:
Principal Amount of Old Notes so Held: $
4
Ladies and Gentlemen:
The undersigned hereby tenders to Tekni-Plex, Inc., a Delaware corporation
(the "Company"),the aggregate principal amount of Old Notes indicated in this
Letter of Transmittal, upon the terms and subject to the conditions set forth in
the Company's prospectus dated , 2002 (as the same may be amended or
supplemented from time to time, the "Prospectus"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal, which together constitute the
Company's offer (the "Exchange Offer") to exchange $40 million principal amount
of its 12.75% Series B Senior Subordinated Notes due 2010, which have been
registered under the Securities Act of 1933, as amended (the "New Notes"), for
$40 million principal amount of its issued and outstanding 12.75% Senior
Subordinated Notes due 2010 (the "Old Notes" and, together with the "New Notes",
the "Notes").
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 sells, 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 hereby and hereby irrevocably constitutes and appoints the Exchange
Agent as attorney-in-fact of the undersigned with respect to such Old Notes
(with full knowledge that the Exchange Agent is also acting as agent of the
Company in connection with the Exchange Offer), with full power of substitution
(such power of attorney being an irrevocable power coupled with an interest),
subject only to the right of withdrawal described in the Prospectus, to (i)
deliver certificates for Old Notes to the Company together with 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 New Notes
to be issued in exchange for such Old Notes, (ii) present certificates for such
Old Notes for transfer, and to transfer the Old Notes on the books of the
Company, and (iii) receive for the account of the Company all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms and conditions of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and to acquire New Notes issuable upon exchange of such tendered
Old Notes, and that, when the Old Notes are accepted for exchange, the Company
will acquire good, marketable and unencumbered title thereto, free and clear of
all security interests, liens, restrictions, charges, encumbrances, conditional
sale agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim when the same are accepted by the Company. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Company or the Exchange Agent to be necessary or desirable to
complete the exchange, assignment and transfer of the Old Notes tendered hereby,
and the undersigned will comply with any obligations it may have under the
registration rights agreement (as set forth in the Prospectus). The undersigned
further agrees that acceptance of any tendered Old Notes by the Company and the
issuance of New Notes in exchange therefor shall constitute performance in full
by the Company of its obligations under the registration rights agreement and
that the Company shall have no further obligations or liabilities thereunder
(except in certain limited circumstances).
The undersigned hereby further represents that any New Notes acquired in
exchange for Old Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such New Notes, whether or not such
person is the undersigned, that neither the holder of such Old Notes nor any
such other person is participating, or intends to participate, or has an
arrangement or understanding with any person to participate in the distribution
(within the meaning of the Securities Act of 1933 (as amended, the "Securities
Act")) of such New Notes and that neither the holder of such Old Notes nor any
such other person is an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company.
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 "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued in exchange for the Old Notes pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
holders thereof (other than any such holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the provisions of the Securities
Act), provided that such New Notes are acquired in the ordinary course of such
holders' business and such holders are not participating, do not intend to
participate, and have no arrangement or understanding with any person to
participate in the distribution of such New Notes. However, the Company does not
intend to request the SEC to consider, and the SEC 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 SEC would make a similar determination
5
with respect to the Exchange Offer as in other circumstances. If any holder is
an affiliate of the Company, or is engaged in or intends to engage in or has any
arrangement or understanding with respect to the distribution of the New Notes
to be acquired pursuant to the Exchange Offer, such holder (i) could not rely on
the applicable interpretations of the staff of the SEC and (ii) 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 New Notes for its own account in exchange for Old Notes
acquired as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), it represents that the Old Notes to be exchanged
for the New Notes were acquired by it as a result of market-making or other
trading activities and 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, such Participating Broker-Dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The Company has agreed that, subject to the provisions of the registration
rights agreement, the Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer in connection with resales
of New Notes received in exchange for Old Notes which were acquired by such
Participating Broker-Dealer for its own account as a result of market-making or
other trading activities, for a period ending 180 days after the Expiration Date
or, if earlier, when all such New Notes have been disposed of by such
Participating Broker-Dealer. Any person, including any Participating
Broker-Dealer, who is an "affiliate" may not rely on such interpretive letters
and must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale transaction. In that regard,
each Participating Broker-Dealer by tendering such Old 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, such Participating Broker-Dealer will suspend the sale of New 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 New Notes may be resumed, as the
case may be. If the Company gives such notice to suspend the sale of the New
Notes, it shall extend the 180-day period referred to above during which
Participating Broker-Dealers are entitled to use the Prospectus in connection
with the resale of New Notes by the number of days during the period from and
including the date of the giving of such notice to and including the date when
Participating Broker-Dealers shall have received copies of the supplemented or
amended Prospectus necessary to permit resales of the New Notes or to and
including the date on which the Company has given notice that the sale of New
Notes may be resumed, as the case may be.
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 Old Notes tendered hereby. 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 death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer -- Withdrawal of Tenders" section of the Prospectus.
Holders of Old Notes whose Old Notes are accepted for exchange will not
receive any interest on such Old Notes, and the undersigned hereby waives the
right to receive any interest on such Old Notes in connection with the Exchange
Offer.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered hereby should be printed above in the box entitled "Description of Old
Notes Tendered," if they are not already set forth in such box, as they appear
on the certificates representing such Old Notes. The certificate number(s) of
the Old Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes above.
If tendered Old Notes are not exchanged pursuant to the Exchange Offer for
any reason, or if certificates are submitted for more Old Notes than are
tendered or accepted for exchange, certificates of such unexchanged or
untendered Old Notes will be returned (or, in the case of Old Notes tendered by
book-entry transfer, such Old Notes will be credited to an account maintained at
DTC), without expense to the tendering holder, promptly following the expiration
or termination of the Exchange Offer.
6
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, the Company may not be required to accept for exchange any of
the Old Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be issued
in the name(s) of the undersigned or, in the case of a book-entry transfer of
Old Notes, that such New Notes be credited to the account indicated above
maintained at DTC. If applicable, substitute certificates representing Old Notes
not exchanged or not accepted for exchange will be issued to the undersigned or,
in the case of a book-entry transfer of Old Notes, will be credited to the
account indicated above maintained at DTC. Similarly, unless otherwise indicated
under "Special Delivery Instructions" below, the undersigned hereby directs that
the New Notes be delivered to the undersigned at the address shown above in the
box entitled "Description of Old Notes Tendered."
7
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 16)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
- --------------------------------------------------------------------------------
Must be signed by registered holders exactly as name(s) appear(s) on
certificates for the Old Notes hereby tendered or on a security position
listing, or by any persons authorized to become the registered holders by
endorsements and documents transmitted herewith (including such opinions of
counsel, certifications and other information as may be required by the Company,
the Trustee for the Old Notes, or the Exchange Agent to comply with the
restrictions on transfer applicable to the Old Notes). If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary or representative capacity, please
set forth the signer's full title. See Instruction 5.
- --------------------------------------------------------------------------------
(SIGNATURES OF HOLDERS)
Date:
- ------------------------------------
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security No.:
- ---------------------------------------------------------------------
GUARANTEE OF SIGNATURE
(SEE INSTRUCTIONS 2 AND 5)
- --------------------------------------------------------------------------------
Authorized Signature:
- --------------------------------------------------------------------------------
Date:
- ------------------------------------
Name of Firm:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
8
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if the New Notes and/or any Old Notes that are not
tendered are to be issued in the name of someone other than the registered
holder of the Old Notes whose name appears above.
Issue [ ] New Notes [ ] Old Notes not Tendered to:
Name:
- ----------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------
- ------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
- ------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if the New Notes and/or any Old Notes that are not
tendered are to be sent to someone other than the registered holder of the Old
Notes whose name appears above, or to such registered holder at an address other
than that shown above.
Mail [ ] New Notes [ ] Old Notes not Tendered to:
Name:
- ----------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------
- ------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
- ------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER OF TEKNI-PLEX, INC. TO
EXCHANGE ITS 12.75% SERIES B SENIOR SUBORDINATED NOTES DUE 2010 FOR ALL OF ITS
OUTSTANDING 12.75% SENIOR SUBORDINATED NOTES DUE 2010.
1. Book-Entry Transfer; Delivery of this Letter of Transmittal and Notes;
Guaranteed Delivery Procedures. To tender in the Exchange Offer, holders must
tender by (a) forwarding certificates herewith or (b) book-entry transfer,
pursuant to the procedures set forth in "The Exchange Offer -- Procedures for
Tendering" and "-- Book-Entry Transfer" in the Prospectus. Holders who are DTC
Participants tendering by book-entry transfer may execute such tender through
DTC's ATOP system. A holder using ATOP should transmit its acceptance to DTC on
or prior to the Expiration Date. DTC will verify such acceptance, execute a
book-entry transfer of the tendered Old Notes into the Exchange Agent's account
at DTC and then send to the Exchange Agent a Book-Entry Confirmation, including
an agent's message confirming that DTC has received an express acknowledgment
from such holder that such holder has received and agrees to be bound by this
Letter of Transmittal and that the Company may enforce this Letter of
Transmittal against such holder. The Book-Entry Confirmation must be received by
the Exchange Agent in order for the tender relating thereto to be effective.
Book-entry transfer to DTC in accordance with DTC's procedures does not
constitute delivery of the Book-Entry Confirmation to the Exchange Agent. The
term "Book-Entry Confirmation" means a timely confirmation of a book-entry
transfer of Old Notes into the Exchange Agent's account at DTC. The term
"agent's message" means a message, transmitted by DTC to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation, which states
that DTC has received an express acknowledgment from the tendering participant,
which acknowledgment states that such participant has received and agrees to be
bound by the Letter of Transmittal (including the representations contained
herein) and that the Company may enforce the Letter of Transmittal against such
participant.
If the tender is not made pursuant to the book-entry transfer procedures,
certificates, as well as this Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received
by the Exchange Agent at its address set forth herein on or prior to the
Expiration Date in order for such tender to be effective. Old Notes may be
tendered in the principal amount of $1,000 and integral multiples of $1,000 in
excess thereof, provided that if fewer than all of the Old Notes of a holder are
tendered for exchange, the untendered principal amount of the holder's remaining
Old Notes must be $100,000 or any integral multiple of $1,000 in excess thereof.
Holders of Old Notes whose certificates for Old 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 Old 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) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution (by facsimile
transmission, mail or hand delivery) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Company, setting forth the name and address of the holder of Old Notes and the
amount of Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the Expiration Date, the certificates for all physically tendered Old
Notes, or a Book-Entry Confirmation, and any other documents required by this
Letter of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) a properly executed Letter of Transmittal, as well as
the certificates for all physically tendered Old Notes in proper form for
transfer or Book-Entry Confirmation, as the case may be, and all other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three NYSE trading days after the Expiration Date.
The Notice of Guaranteed Delivery must be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange Agent
on or prior to the Expiration Date, and must include a guarantee by an Eligible
Institution in the form set forth in such notice. For Old Notes to be properly
tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must
receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As
used herein and in the Prospectus, "Eligible Institution" means a firm or other
entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934 as
"an eligible guarantor institution," including (as such terms are defined
therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit
10
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS,
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. DO NOT SEND THIS LETTER OF
TRANSMITTAL OR ANY OLD NOTES TO THE COMPANY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by book-entry transfer through ATOP or execution
of a Letter of Transmittal (or facsimile thereof), waives any right to receive
any notice of the acceptance of such tender.
2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any participant
in DTC whose name appears on a security position listing as the owner of
the Old Notes) of Old Notes tendered herewith, unless such holder has
completed either the box entitled "Special Issuance Instructions" or the
box entitled "Special Delivery Instructions" above; or
(ii) such Old Notes are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature on
this Letter of Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule which is attached to this Letter
of Transmittal.
4. Partial Tenders (Not Applicable to Holders of Old Notes Who Tender by
Book-Entry Transfer); Withdrawal Rights. Tenders of Old Notes will be accepted
only in the principal amount of $1,000 and integral multiples of $1,000 in
excess thereof, provided that if fewer than all of the Old Notes of a holder are
tendered or exchanged, the untendered or unexchanged principal amount of the
holder's remaining Old Notes must be $100,000 or any integral multiple of $1,000
in excess thereof. If less than all of the Old Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Old Notes to be tendered in the box above entitled
"Description of Old Notes Tendered -- Principal Amount of Old Notes Tendered (If
Less Than All Are Tendered)." A reissued certificate representing the balance of
untendered Old Notes will be sent to such tendering holder, unless otherwise
provided in the appropriate box on this Letter of Transmittal, promptly after
the Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL
BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to the expiration date. In order for a withdrawal to be
effective prior to that time, a written or facsimile transmission notice of
withdrawal must be timely received by the Exchange Agent at one of its addresses
set forth above prior to the Expiration Date. Any such notice of withdrawal must
specify the name of the person having deposited the Old Notes to be withdrawn,
the aggregate principal amount of Old Notes to be withdrawn and (if certificates
for such Old Notes have been tendered) the name of the registered holder of the
Old Notes as set forth on the certificate for the Old Notes, if different from
that of the person who tendered such Old Notes. If certificates for the Old
Notes have been delivered or otherwise identified to the Exchange Agent, then
prior to the physical release of such certificates for the Old Notes, the
tendering holder must submit the serial numbers shown on the particular
certificates for the Old Notes to be withdrawn and the signature on the notice
of withdrawal must be guaranteed by an Eligible Institution, except in the case
of Old Notes tendered for the account of an Eligible Institution. If Old Notes
have been tendered pursuant to the procedures for book-entry transfer set forth
in "The Exchange Offer -- Book-Entry Transfer" section of the Prospectus, the
notice of withdrawal must specify the name and number of the account at the
book-entry transfer facility system of DTC to be credited with the withdrawal
11
of Old Notes, in which case a notice of withdrawal will be effective if
delivered to the Exchange Agent by written or facsimile transmission.
Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly
withdrawn will not be deemed to have been validly tendered for purposes of the
Exchange Offer, and no New Notes will be issued with respect thereto unless the
Old Notes so withdrawn are validly retendered. Properly withdrawn Old Notes may
be retendered at any subsequent time on or prior to the Expiration Date by
following the procedures described in the Prospectus under "The Exchange
Offer -- Procedures for Tendering."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Company, any employees, agents, affiliates or assigns of the
Company, the Exchange Agent nor any other person shall be under any duty to give
any notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give such notification. Any Old Notes which have been
tendered but which are withdrawn will be returned to the holder thereof without
cost to such holder as promptly as practicable after withdrawal.
5. 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 Old Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates or on a securities position
listing without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names on several
certificates or securities positions listings, it will be necessary to complete,
sign and submit as many separate copies of this Letter of Transmittal as there
are different registrations.
When this Letter of Transmittal is signed by the holder or holders of the
Old Notes specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required. If, however, the New Notes are to be
issued, or any untendered Old 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 certificate(s) must be guaranteed
by an Eligible Institution.
In connection with any tender of Old Notes in definitive certificated form,
if this Letter of Transmittal is signed by a person other than the registered
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 registered holder or holders
appear(s) on the certificate(s), and the 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 others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted.
Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 5 must be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If New Notes are to be
issued in the name of a person other than the registered holder, or if New Notes
are to be sent to someone other than the registered holder or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. Certificates for Old Notes not exchanged will be returned
by mail or, if tendered by book-entry transfer, by crediting the account
indicated above maintained at DTC unless the appropriate boxes on this Letter of
Transmittal are completed. See Instruction 4.
7. Tax Identification Number. Under U.S. federal income tax law, a holder
whose tendered Old Notes are accepted for exchange is required to provide the
Exchange Agent (as payor) with such holder's correct taxpayer identification
number ("TIN") on the Substitute Form W-9 below which, in the case of a
tendering holder who is an individual, is his or her Social Security Number. In
the case of a tendering holder who is an individual who does not have and is not
eligible to obtain a Social Security Number (e.g., a resident alien), the
correct taxpayer identification number is such holder's IRS individual taxpayer
identification number ("ITIN"). If the Exchange Agent is not provided with the
correct TIN, the Internal Revenue Service (the "IRS") may subject the holder or
other payee to a $50 penalty. In
12
addition, payments to such holders or other payees with respect to Old Notes
exchanged pursuant to the Exchange Offer may be subject to 30% backup
withholding.
The box in Part 3 of the Substitute Form W-9 should be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 3 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 30% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
30% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number, employer identification number or IRS individual taxpayer
identification number) of the registered owner of the Old Notes or of the last
transferee appearing on the transfers attached to, or endorsed on, the Old
Notes. If the Old Notes are registered 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.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding requirements. Such holders should nevertheless complete the attached
Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid
possible erroneous backup withholding. A foreign person may qualify as an exempt
recipient by submitting a properly completed IRS Form W-8 (Certificate of
Foreign Status), signed under penalties of perjury, attesting to that holder's
exempt status. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
8. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged
are to be delivered to, or are to be registered or issued in the name of, any
person other than the 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 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
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 8, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER OF
TRANSMITTAL.
9. Determination of Validity. The Company will determine, in its sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of Old
Notes, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any and all tenders determined by
it not to be in proper form or the acceptance of which, or exchange for which,
may, in the view of counsel to the Company, be unlawful. The Company also
reserves the absolute right, subject to applicable law, to waive any of the
conditions of the Exchange Offer set forth in the Prospectus under the caption
"The Exchange Offer" or any conditions or irregularity in any tender of Old
Notes of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Old Notes will be deemed to have been validly
made until all irregularities with respect to such tender have been cured or
waived. Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Old Notes, neither the Company, any
employees, agents, affiliates or assigns of the Company, the Exchange Agent, nor
any other person shall be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.
13
10. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
11. Lost, Stolen or Destroyed Old Notes. If any certificates representing
Old Notes have been lost, destroyed or stolen, the holder should promptly notify
the Exchange Agent. The holder will then be instructed as to the steps that must
be taken in order to replace the certificates. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost,
destroyed or stolen certificates have been followed.
12. Requests for Assistance or Additional Copies. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus, the Notice of Guaranteed Delivery and this Letter of Transmittal,
may be directed to the Exchange Agent, at the address and telephone number
indicated on the front of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT'S
MESSAGE IN LIEU THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
14
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 7)
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: HSBC BANK USA
- ------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- Enter your TIN in the appropriate Social Security Number, Employer
FORM W-9 box. For individuals, this is your social identification number OR IRS
DEPARTMENT OF THE TREASURY security number (SSN). For individuals who individual taxpayer identification
INTERNAL REVENUE SERVICE do not have and are not eligible to obtain number:
PAYER'S REQUEST FOR TAXPAYER a Social Security Number, this is your IRS
IDENTIFICATION NUMBER (TIN) individual taxpayer identification number
(ITIN). For other entities, it is your
employer identification number (EIN).
----------------------------------------------------------------------------------
PART 2 -- CERTIFICATION -- Under penalties If exempt recipient, write "EXEMPT"
of perjury, I certify that: (1) The number in the space below. See the
shown on this form is my correct Taxpayer accompanying Guidelines for
Identification Number (or I am waiting for Certification of Taxpayer
a number to be issued to me) and (2) I am Identification Number on Substitute
not subject to backup withholding either Form W-9.
because (a) I am exempt from backup
withholding, or (b) 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 (c)
the IRS has notified me that I am no longer
subject to backup withholding.
----------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must PART 3 --
cross out item (2) above if you have been
notified by the IRS that you are currently
subject to backup withholding because you Awaiting TIN [ ]
have failed to report interest or dividends
on your tax return. However, if after being
notified by the IRS that you are subject to
backup withholding you received another
notification from the IRS that you are no
longer subject to backup withholding do no
cross out such item (2).
- ------------------------------------------------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS
DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
SIGNATURE ---------------------------------------- DATE --------------------
NAME
-----------------------------------------------------------------------------------------------------------------------
(PLEASE PRINT)
BUSINESS NAME
-----------------------------------------------------------------------------------------------------------------------
(IF DIFFERENT) (PLEASE PRINT)
ADDRESS
-----------------------------------------------------------------------------------------------------------------------
(PLEASE PRINT)
- ------------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
15
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 (1) 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 (2)
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 payment, 30%
of all reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number within
sixty (60) days.
Signature ---------------------------------------- Date --------------------
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
16
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
HOW TO GET A TIN
If you don't have a taxpayer identification number (a "TIN"), apply for one
immediately. To apply, get Form SS-5, Application for a Social Security Number
Card (for individuals), from your local office of the Social Security
Administration, or Form SS-4, Application for Employer Identification Number
(for business and all other entities), from your local IRS office. For
individuals who do not have and are not eligible to obtain a Social Security
Number, apply for an IRS taxpayer identification number on Form W-7 which is
available from your local IRS office.
If you do not have a TIN, write "Applied For" in the space for the TIN in Part
I, sign and date the form, and give it to the requester. Generally, you will
then have 60 days to get a TIN and give it to the requester. If the requester
does not receive your TIN within 60 days, backup withholding, if applicable,
will begin and continue until you furnish your TIN.
NOTE: Writing "Applied For" on the form means that you have already applied for
a TIN or that you intend to apply for one soon.
As soon as you receive your TIN, complete a Form W-9, include your TIN, sign and
date the form, and give it to the requester.
SPECIFIC INSTRUCTIONS
NAME. If you are an individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage, without informing the Social Security Administration of the
name change, please enter your first name, the last name shown on your social
security card, and your new last name.
SOLE PROPRIETOR. You must enter your individual name (enter either your social
security number ("SSN") or your employer identification number ("EIN") in Part
1). You may also enter your business name or "doing business as" name on the
business name line. Enter your name as shown on your social security card and
business name as it was used to apply for your EIN on Form SS-4.
PART I -- TIN
You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter either your SSN or your EIN. Also see the chart on the attached
page for further clarification of name and TIN combinations. If you do not have
a TIN, follow the instructions under "How to Get a TIN" above.
PART II -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
Individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments. If you are
exempt from backup withholding, you should still complete this form to avoid
possible erroneous backup withholding. Enter your correct TIN in Part I, write
"Exempt" in the space provided, and sign and date the form.
If you are a nonresident or a foreign entity not subject to backup withholding,
give the requester a completed Form W-8, Certificate of Foreign Status.
The following is a list of payees exempt from backup withholding. For interest
and dividends, all listed payees are exempt except the payee in item (ix). For
broker transactions, payees listed in items (i) through (xiii), and a person
registered under the Investment Advisors Act of 1940 who regularly acts as a
broker are exempt.
(i) a corporation;
(ii) an organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual
retirement account, or a custodial account under Section 403(b)(7) of the
Code if the account satisfies the requirements of Section 401(f)(2) of
the Code;
(iii) the United States or any of its agencies or instrumentalities;
(iv) a state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities;
(v) a foreign government or any of its political subdivisions, agencies or
instrumentalities;
(vi) an international organization or any of its agencies or instrumentalities;
(vii) a foreign central bank of issue;
(viii) a dealer in securities or commodities required to register in the United
States or a possession of the United States;
(ix) a futures commission merchant registered with the Commodity Futures
Trading Commission;
(x) a real estate investment trust;
(xi) an entity registered at all times during the tax year under the Investment
Company Act of 1940;
(xii) a common trust fund operated by a bank under Section 584(a) of the Code;
(xiii) a financial institution;
(xiv) a middleman known in the investment community as a nominee or who is
listed in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List; or
(xv) a trust exempt from tax under Section 664 or described in Section 4947.
PRIVACY ACT NOTICE -- Section 6109 requires to give your TIN to persons who must
report certain payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file certain tax returns. Payers must generally withhold 30% of
taxable interest, dividend, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your TIN to a requester, 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) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you
make a false statement with no reasonable basis which results in no backup
withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully 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.
17
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER NAME AND IDENTIFICATION NUMBER TO GIVE THE
REQUESTER. -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the requester.
<Table>
<Caption>
- ------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, the
first individual on
the account(1)
3. Husband and wife (joint account) The actual owner of
the account or, if
joint funds, the
first individual on
the account(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if
the minor is the
only contributor,
the minor(1)
6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent
minor, or incompetent person person(3)
7. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(1)
trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust
under State law
8. Sole proprietorship account The Owner(4)
9. A valid trust, estate, or pension The legal entity
trust (Do not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(5)
- ------------------------------------------------------------
</Table>
<Table>
<Caption>
- ------------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------------------------------------------
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school district,
or prison) that receives
agricultural program payments
- ------------------------------------------------------------
</Table>
(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 social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show your individual name. You may also enter your business name. You may
use either your Social Security Number or Employer Identification Number.
(5) 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.
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.
18