EXHIBIT 99.1
LETTER OF TRANSMITTAL
MILACRON INC.
OFFER TO EXCHANGE
UP TO $225,000,000 PRINCIPAL AMOUNT OUTSTANDING OF
11 1/2% SENIOR SECURED NOTES DUE 2011
FOR
A LIKE PRINCIPAL AMOUNT OF
11 1/2% SENIOR SECURED NOTES DUE 2011
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS, DATED , 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON ,
2004, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
By Registered or Certified Mail, Overnight Carrier or Hand:
U.S. Bank National Association
Attn: Shauna Thilmany/Specialized Finance Dept.
Mailcode: EP-MN-WS2N
60 Livingston Avenue
St. Paul, MN 55107
By Facsimile:
(651)495-8158
Confirm by telephone:
(800)934-6802
For information, call:
(800)934-6802
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
The undersigned acknowledges that he or she has received the prospectus,
dated , 2004 (the "Prospectus"), of Milacron Inc., a Delaware
corporation (the "Company"), and this letter of transmittal (the "Letter"),
which together constitute the Company's offer (the "Exchange Offer") to exchange
an aggregate principal amount of up to $225,000,000 of registered 11 1/2% Senior
Secured Notes due 2011 (the "Exchange Notes") of the Company for an equal
principal amount of the Company's outstanding 11 1/2% Senior Secured Notes due
2011 (the "Original Notes"). Capitalized terms used but not defined herein shall
have the same meaning given to them in the Prospectus.
For each Original Note accepted for exchange, the holder of such Original
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Original Note. Interest on the Exchange Notes will accrue at a
rate of 11 1/2% per annum and be payable semiannually in arrears on May 15 and
November 15 of each year, commencing on November 15, 2004. The Exchange Notes
will mature on May 15, 2011. The terms of the Exchange Notes are substantially
identical to the terms of the Original Notes, except that the Exchange Notes
have been registered under the Securities Act of 1933 and are free of any
obligation regarding registration.
If (i) neither the registration statement relating to the Exchange Offer
(the "Exchange Offer Registration Statement") nor, if required in lieu thereof,
a shelf registration statement (the "Shelf Registration Statement") is declared
effective by the Commission on or prior to 180 days (or if the 180th day is not
a business day, the first business day thereafter) after the release to us from
escrow the proceeds from the offering of the Original Notes (the "Effectiveness
Target Date"), (ii) neither the Exchange Offer is consummated nor, if required
in lieu thereof, the Shelf Registration Statement is declared effective by the
Commission on or prior to the 40th business day after the Effectiveness Target
Date, (iii) if either the Exchange Offer Registration Statement or the Shelf
Registration Statement is declared effective but thereafter ceases to be
effective or usable in connection with resales of Transfer Restricted Securities
(as defined in the registration rights agreement dated as of May 26, 2004 among
Milacron Escrow Corporation and Credit Suisse First Boston LLC, as
representative of the several purchasers listed therein, which Milacron Inc. and
the guarantors listed therein entered into pursuant to a Joinder dated May 26,
2004) during certain specified periods (each such event referred to in clauses
(i) through (iii) a "Registration Default"), then commencing on the day after
the occurrence of such Registration Default, additional interest shall be paid
by the Company to each holder of the Original Notes, with respect to the first
90-day period immediately following the occurrence of the first Registration
Default in an amount equal to 50 basis points per annum of the principal amount
of Securities held by such holder. The amount of the additional interest will
increase by an additional 50 basis points per annum of the principal amount of
Securities with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum amount of additional interest for all
Registration Defaults of 100 basis points per annum of the principal amount of
Securities. Following the cure of all Registration Defaults, the accrual of
additional interest will cease. The additional interest provisions described
herein are applicable only to the Original Notes and do not apply to the
Exchange Notes.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its 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 publicly announce any extension by making a timely release through
an appropriate news agency.
This Letter is to be completed by a holder of Original Notes either if
certificates are to be forwarded herewith or if a tender of Original Notes, if
available, is to be made by book-entry transfer to the account maintained by
U.S. Bank National Association (the "Exchange Agent") at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in "The Exchange Offer" section of the Prospectus. Holders of Original
Notes whose certificates are not immediately available, or who are unable to
deliver their certificates or confirmation of the book-entry tender of their
Original 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 to the Exchange Agent on or prior to the Expiration Date, must tender
their Original Notes according to the guaranteed delivery procedures set forth
in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
2
List below the Original Notes to which this Letter relates. If the space
provided below is inadequate, the numbers and principal amount at maturity of
Original Notes should be listed on a separate signed schedule affixed hereto.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL NOTES
- ------------------------------------------------------------------------------------------------------------------------------
1 2 3
-----------------------------------------------------------------------------
AGGREGATE PRINCIPAL
AMOUNT OF ORIGINAL PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE NOTES REPRESENTED OF ORIGINAL NOTES
(PLEASE FILL IN, IF BLANK) NUMBER(S)* BY CERTIFICATE TENDERED**
- ------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Total
- ------------------------------------------------------------------------------------------------------------------------------
* Need not be completed if Original 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 Original Notes represented
by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered must be in denominations of
principal amount at maturity of $1,000 and any integral multiple thereof. See Instruction 1.
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED ORIGINAL 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
- --------------------------------------------------------------------------------
Account Number Transaction Code Number
- --------------------------------------------------------------------------------
3
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
- --------------------------------------------------------------------------------
Window Ticket Number (if any)
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
--------------------------
Name of Institution which guaranteed delivery
-------------------------------
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number Transaction Code Number
----------------------------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount at
maturity of the Original Notes indicated above. Subject to, and effective upon,
the acceptance for exchange of the Original 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 Original 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 Original 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 any Exchange Notes acquired in
exchange for Original 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, that neither the holder of such Original
Notes nor any such other person is engaged in, or intends to engage in a
distribution of such Exchange Notes, or has an arrangement or understanding with
any person to participate in the distribution of such Exchange Notes, and that
neither the holder of such Original Notes nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act of 1933, as amended
(the "Securities Act"), of the Company.
The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation 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 in
exchange for the Original Notes pursuant to the Exchange Offer may be offered
for resale, resold and otherwise transferred by holders thereof, without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that: (1) such holders are not affiliates of the
Company within the meaning of Rule 405 under the Securities Act; (2) such
Exchange Notes are acquired in the ordinary course of such holders' business;
and (3) such holders are not engaged in, and do not intend to engage in, a
distribution of such Exchange Notes and have no arrangement or understanding
with any person to participate in the distribution of such Exchange Notes.
However, the staff of 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 a holder of Original Notes is an
affiliate of the Company, acquires the Exchange Notes other than in the ordinary
course of such holder's business or is engaged in or intends to engage in a
distribution of the Exchange Notes or has any arrangement or understanding with
respect to the 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 secondary
resale transaction. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Original Notes, it represents
that the Original Notes to be exchanged for the Exchange Notes were acquired by
it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a Prospectus 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 Original Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter 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.
5
Unless otherwise indicated in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes in the name of the
undersigned or, in the case of a book-entry delivery of Original Notes, please
credit the account indicated above maintained at the Book-Entry Transfer
Facility. Similarly, unless otherwise indicated under the box entitled "Special
Delivery Instructions" below, please send the Exchange Notes to the undersigned
at the address shown above in the box entitled "Description of Original Notes."
6
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Original Notes not exchanged and/or
Exchange Notes are to be issued in the name of and sent to someone other than
the person(s) whose signature(s) appear(s) on this Letter above, or if Original
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 Original Notes to:
Name(s):
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Original Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
- --------------------------------------------------------------------------------
(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Original Notes not exchanged and/or
Exchange Notes are to be sent to someone other than the person(s) whose
signature(s) appear(s) on this Letter above or to such person(s) at an address
other than shown in the box entitled, "Description of Original Notes" on this
Letter above.
Mail Exchange Notes and/or Original Notes to:
Name(s):
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX ABOVE.
7
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
<Table>
X: --------------------------------------------------------
---------------------------------------------- , 2004
X: --------------------------------------------------------
---------------------------------------------- , 2004
(SIGNATURE OF OWNER(S)) (DATE)
</Table>
Area Code and Telephone Number:
If a holder is tendering any Original Notes, this Letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Original Notes or by any person(s) authorized to become registered 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 3.
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature Guaranteed by
an Eligible Institution:
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(TITLE)
- --------------------------------------------------------------------------------
(NAME AND FIRM)
Dated:
- ------------------------------------------------------------------------- , 2004
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
UP TO $225,000,000 PRINCIPAL AMOUNT OUTSTANDING OF
11 1/2% SENIOR SECURED NOTES DUE 2011
FOR
A LIKE PRINCIPAL AMOUNT OF
11 1/2% SENIOR SECURED NOTES DUE 2011
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
1. DELIVERY OF THIS LETTER AND ORIGINAL NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Original Notes either if
certificates 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 Original Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed letter of transmittal
(or facsimile thereof) and any other documents required by this Letter, 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. Original Notes tendered hereby must be in
denominations of $1,000 and any integral multiple thereof.
Holders of Original Notes whose certificates for Original 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 Original 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 a properly completed
and duly executed notice of guaranteed delivery (or facsimile thereof),
substantially in the form provided by the Company (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the holder of
Original Notes, the certificate number or numbers of such Original Notes and the
principal amount at maturity of Original Notes tendered, stating that the tender
is being made thereby and guaranteeing that within three New York Stock Exchange
trading days after the Expiration Date, the letter of transmittal (or facsimile
thereof), together with the certificate or certificates representing the
Original Notes to be tendered in proper form for transfer, or a confirmation of
book-entry transfer, as the case may be, and any other documents required by
this Letter will be deposited by the Eligible Institution (as defined below)
with the Exchange Agent, and (iii) such properly completed and executed letter
of transmittal (or facsimile thereof), as well as the certificate or
certificates representing all tendered Original Notes in proper form for
transfer, or a confirmation of book-entry transfer, as the case may be, and all
other documents required by this Letter are received by the Exchange Agent
within three New York Stock Exchange trading days after the Expiration Date.
The method of delivery of this Letter, the Original Notes and all other
required documents is at the election and risk of the tendering holders. Instead
of delivery by mail, it is recommended that holders use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
delivery to the Exchange Agent before the Expiration Date. No letter of
transmittal or Original Notes should be sent to the Company. Holders may request
their respective brokers, dealers, commercial banks, trust companies or nominees
to effect the tenders for such holders.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF ORIGINAL NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER); WITHDRAWALS.
If less than all of the Original Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Original Notes to be tendered in the box above entitled
"Description of Original Notes -- Principal Amount of Original Notes Tendered."
A newly reissued certificate for the Original Notes submitted but not tendered
will be sent to such holder as soon as practicable after the Expiration Date.
All of the Original Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date. To be effective with respect to the tender of Original Notes, a notice of
withdrawal must: (i) be received by the Exchange Agent prior to 5:00 p.m., New
York City time, on the Expiration Date; (ii) specify the name of the person who
deposited the Original Notes to be withdrawn; (iii) identify the Original Notes
to be withdrawn (including the certificate number(s) and principal amount at
maturity of such Original Notes); (iv) be signed by the depositor in the same
manner as the original signature on this Letter by which such Original Notes
were tendered (including any required signature guarantee) or be accompanied by
documents or transfer sufficient to have the trustee register the transfer of
such Original Notes into the name of the person withdrawing the tender; and (v)
specify the name in which any such Original Notes are to be registered, if
different from that of the depositor. The Exchange Agent will return the
properly withdrawn Original Notes as soon as practicable following receipt of
notice of withdrawal. If Original Notes have been tendered pursuant to the
procedure for book-entry transfer, any notice of withdrawal must specify the
name and number of the account at the book-entry transfer facility to be
credited with the withdrawn Original Notes or otherwise comply with the
book-entry transfer facility's procedures. All questions as to the validity of
notices of withdrawal, including time of receipt, will be determined by the
Company, and such determination will be final and binding on all parties.
3. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Original Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any tendered Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Original 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 as there are different registrations of certificates.
When this Letter is signed by the registered holder (which term, for the
purposes described herein, shall include the book-entry transfer facility whose
name appears on a security listing as the owner of the Original Notes) of the
Original 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 to a person other than the registered holder, then
endorsements of any certificates transmitted hereby or separate bond powers are
required. Signatures on such certificates must be guaranteed by an Eligible
Institution (as defined below).
If this Letter is signed by a person other than the registered holder or
holders of any Original Notes specified therein, such certificate(s) must be
endorsed by such registered holder(s) or accompanied by separate written
instruments of transfer or endorsed in blank by such registered holder(s) in
form satisfactory to the Company and duly executed by the registered holder, in
either case signed exactly as such registered holder(s) name or names appear(s)
on the Original Notes.
If the Letter or any certificates of Original Notes or separate written
instruments of transfer or exchange are signed or endorsed by trustees,
executors, administrators, guardians, attorney-in-fact, officers of corporations
or others acting in a fiduciary or representative capacity, such persons should
so indicate when signing and, unless waived by the Company, evidence
satisfactory to the Company of their authority to so act must be submitted with
the Letter.
Signature on a Letter or a notice of withdrawal, as the case may be, must
be guaranteed by an Eligible Institution unless the Original Notes tendered
pursuant thereto are tendered (i) by a registered holder who has not completed
the box entitled "Special Payment Instructions" or "Special Delivery
Instructions" on the Letter or (ii) for the account of an Eligible Institution.
In the event that signatures on a Letter or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantee must be by a member firm
of a registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (an "Eligible Institution").
2
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Original Notes should indicate in the applicable box
the name and address to which Exchange Notes issued pursuant to the Exchange
Offer are to be issued or sent, if different from the name or address of the
person signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named must also
be indicated. Holders tendering Original Notes by book-entry transfer may
request that Original 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 Original Notes not exchanged will be returned
to the name or address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
An exchange of Original Notes for Exchange Notes will not be treated as a
taxable exchange or other taxable event for U.S. Federal income tax purposes. In
particular, no backup withholding or information reporting is required in
connection with such an exchange.
However, U.S. Federal income tax law generally requires that payments of
principal and interest on a note to a holder be subject to backup withholding
unless such holder provides the payor with such holder's correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 below or otherwise
establishes a basis for exemption. If such holder is an individual, the TIN is
his or her social security number. If the payor is not provided with the current
TIN or an adequate basis for an exemption, such tendering holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, such
holder may be subject to backup withholding in an amount that is currently 28%
of all reportable payments of principal and interest.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding on reportable payments of principal and
interest, each tendering holder of Original Notes must provide its correct TIN
by completing the "Substitute Form W-9" set forth below, certifying that the TIN
provided is correct (or that such holder is awaiting a TIN) and that (i) the
holder is exempt from backup withholding, (ii) the holder has not been notified
by the Internal Revenue Service that such holder is subject to a backup
withholding as a result of a failure to report all interest or dividends or
(iii) the Internal Revenue Service has notified the holder that such holder is
no longer subject to backup withholding. If the tendering holder of Original
Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Company a completed Form W-8BEN
Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding, or other appropriate Form W-8. These forms may be obtained from the
Exchange Agent or from the Internal Revenue Service's website, www.irs.gov. If
the Original Notes are in more than one name or are not in the name of the
actual owner, such holder should consult the W-9 Guidelines for information on
which TIN to report. If such holder does not have a TIN, such holder should
consult the W-9 Guidelines for instructions on applying for a TIN, check the box
in Part 2 of the Substitute Form W-9 and write "applied for" in lieu of its TIN.
If backup withholding applies, the payor will withhold the appropriate
percentage (currently 28%) from payments to the payee. Backup withholding is not
an additional Federal income tax. Rather, the Federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
6. TRANSFER TAXES.
Holders who tender their Original Notes for exchange will not be obligated
to pay any transfer taxes in connection therewith. If, however, Exchange Notes
are to be delivered to, or are to be issued in the name of, any person other
than the registered holder of the Original Notes tendered hereby, or if tendered
Original Notes are registered in the name of any person other than the person
signing this Letter, or if a transfer tax is imposed for any reason other than
the exchange of Original Notes in connection with the Exchange Offer, the amount
of any such transfer taxes (whether imposed on the registered holder or any
other persons) will be payable by the tendering holder. If satisfactory evidence
of payment of such
3
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS
LETTER.
7. WAIVER OF CONDITIONS.
The Company reserves the right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Original Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Original
Notes for exchange.
None of the Company, the Exchange Agent or any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Original
Notes nor shall any of them incur any liability for failure to give any such
notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.
Any holder whose Original Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
4
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: MILACRON INC.
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN:
FORM W-9 TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING ----------------------------------
BELOW Social Security Number or
Employer Identification Number
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Department of the Treasury PART 2 -- TIN Applied For [ ]
Internal Revenue Service
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Payor's Request for CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
Taxpayer Identification (1) The number shown on this form is my correct Taxpayer
Number ('TIN') and Identification Number (or I am waiting for a number to be issued to
Certification me),
Name: (2) I am not subject to backup withholding because: (a) I am exempt
Address: 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 U.S. person (including a U.S. resident alien).
Signature Date
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You must cross out item (2) of the above certification if you have been notified by the IRS that
you are subject to backup withholding because of under reporting of interest or dividends on
your tax returns and you have not been notified by the IRS that you are no longer subject to
backup withholding.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 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 payment, a
percentage of all reportable payments (currently 28%) made to me thereafter will
be withheld until I provide a number.
Signature ---------------------------------------- Date --------------------