EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
OFFER TO EXCHANGE
$150.0 MILLION
9.75% SENIOR SUBORDINATED NOTES DUE 2012
FOR
9.75% SENIOR SUBORDINATED NOTES DUE 2012
OF
MAAX CORPORATION
PURSUANT TO THE PROSPECTUS, DATED [ ], 2004
THE EXCHANGE OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 11:59 P.M., NEW YORK CITY
TIME, ON [ ], 2004 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER
IS EXTENDED BY MAAX CORPORATION IN ITS SOLE DISCRETION. TENDERS OF ORIGINAL
NOTES (AS DEFINED HEREIN) MAY BE WITHDRAWN PRIOR TO 11:59 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
EXCHANGE AGENT:
U.S. BANK TRUST NATIONAL ASSOCIATION
By Hand, Overnight Delivery or
Registered/Certified Mail
U.S. Bank Trust National Association
Corporate Trust Services
EP-MN-WS-2N
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance
Facsimile Transmissions:
(Eligible Institutions Only)
(651) 495-8158
To Confirm Facsimile by Telephone or for Information Call:
(800) 934-6802
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER 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 (AS DEFINED HEREIN) WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE
NOTES (AS DEFINED HEREIN) FOR THEIR ORIGINAL NOTES PURSUANT TO THE EXCHANGE
OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR ORIGINAL NOTES TO THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
By execution hereof, the undersigned acknowledges receipt of the prospectus
dated [ ], 2004 (as the same may be amended or supplemented from time
to time, the "Prospectus") of MAAX Corporation, a Nova Scotia unlimited company
("MAAX"), which, together with this Letter of Transmittal and the instructions
hereto (this "Letter of Transmittal"), constitute MAAX's offer (the "Exchange
Offer") to exchange $1,000 in principal amount of its 9.75% Senior Subordinated
Notes due 2012 (the "Exchange Notes") for each $1,000 in principal amount of
outstanding 9.75% Senior Subordinated Notes due 2012 (the "Original Notes" and,
together with the Exchange Notes, the "Notes"), of which $150.0 million
aggregate principal amount was outstanding on the date of the Prospectus. The
terms of the Exchange Notes are identical in all material respects (including
principal amount, interest rate and maturity) to the terms of the Original Notes
for which they may be exchanged pursuant to the Exchange Offer, except that the
Exchange Notes have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), and, therefore, do not bear legends restricting the
transfer thereof.
MAAX reserves the right, at any time or from time to time, to extend the
Exchange Offer in its sole discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended.
MAAX will notify the Exchange Agent of any extension by written notice and will
make a public announcement thereof, each prior to 9:00 a.m., New York City time,
on the next business day after the previously scheduled Expiration Date.
This Letter of Transmittal is to be used by Holders if: (i) certificates
representing Original Notes along with this Letter of Transmittal are to be
physically delivered to the Exchange Agent herewith by Holders prior to the
Expiration Date; (ii) tender of Original Notes is to be made by book-entry
transfer to the Exchange Agent's account at The Depository Trust Company
("DTC"), pursuant to the procedures set forth in the "The Exchange
Offer -- Book-Entry Transfer" section of the Prospectus and such book-entry
transfer must be received by the Exchange Agent prior to the Expiration Date; or
(iii) tender of Original Notes is to be made according to the guaranteed
delivery procedures set forth in the "The Exchange Offer -- Guaranteed Delivery
Procedures" section of the Prospectus. DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If delivery of the Original Notes is to be made by book-entry transfer to
the account maintained by the Exchange Agent at DTC as set forth in clause (ii)
in the immediately preceding paragraph, this Letter of Transmittal need not be
manually executed; provided, however, that tenders of Original Notes must be
effected by sending electronic instructions to DTC through DTC's communication
system in accordance with the procedures mandated by DTC's Automated Tender
Offer Program ("ATOP"). To tender Original Notes through ATOP, the electronic
instructions sent to DTC and transmitted by DTC to the Exchange Agent must
reflect that the participant acknowledges its receipt of and agrees to be bound
by this Letter of Transmittal.
Unless the context requires otherwise, the term "Holder" for purposes of
this Letter of Transmittal means: (i) any person in whose name Original Notes
are registered on the books of MAAX or any other person who has obtained a
properly completed bond power from the registered Holder; or (ii) any
participant in DTC whose Original Notes are held of record by DTC who desires to
deliver such Original Notes by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR ORIGINAL
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
2
Ladies and Gentlemen:
The undersigned hereby tenders to MAAX the aggregate principal amount of
Original Notes indicated in this Letter of Transmittal, upon the terms and
subject to the conditions set forth in the Prospectus, receipt of which is
hereby acknowledged, and in this Letter of Transmittal. Subject to, and
effective upon, the acceptance for exchange of the aggregate principal amount of
the Original Notes tendered herewith, the undersigned hereby sells, exchanges,
assigns and transfers to, or upon the order of, MAAX all right, title and
interest in and to such Original Notes that are being tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent as
the true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that said Exchange Agent also acts as the agent of MAAX and as trustee
under the indenture for the Original Notes and the Exchange Notes), with full
power of substitution (such power of attorney being an irrevocable power coupled
with an interest) to:
(a) deliver such Original Notes in registered certificated form, or
transfer ownership of such Original Notes through book-entry transfer at
DTC, to or upon the order of MAAX, upon receipt by the Exchange Agent, as
the undersigned's agent, of the same aggregate principal amount of Exchange
Notes; and
(b) present such Original Notes for transfer on the books of MAAX and
receive, for the account of MAAX, all benefits and otherwise exercise, for
the account of MAAX, all right of beneficial ownership of the Original
Notes tendered hereby in accordance with the terms of the Exchange Offer.
The undersigned represents and warrants that it has full power and
authority to tender, sell, exchange, assign and transfer the Original Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Original Notes, and that, when the same are accepted for exchange, MAAX
will acquire good, marketable and unencumbered title to the tendered Original
Notes, free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sale agreements or other obligations to their sale or
transfer, and not subject to any adverse claim. The undersigned also represents
and warrants that it will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or MAAX to be necessary or desirable to
complete the sale, exchange, assignment and transfer of tendered Original Notes.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "Exchange Offer -- Conditions of the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by MAAX) as more particularly set forth in
the Prospectus, MAAX may not be required to exchange any of the Original Notes
tendered hereby and, in such event, the Original Notes not exchanged will be
returned to the undersigned at the address shown below the signature of the
undersigned, or in the case of Original Notes tendered by book-entry transfer
into the Exchange Agent's account at DTC, such nonexchanged Original Notes will
be credited to an account maintained at DTC.
The undersigned also acknowledges that this Exchange Offer is being made
based upon MAAX's understanding of an interpretation by the staff of the
Securities and Exchange Commission (the "SEC") as set forth in no-action letters
issued to third parties unrelated to MAAX, including Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated
(available June 5, 1991) and Shearman & Sterling (available July 2, 1993) (the
"SEC No-Action Letters"), 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 a Holder (other than a broker-dealer who acquires
such Exchange Notes directly from MAAX for resale pursuant to Rule 144A under
the Securities Act or any other available exemption under the Securities Act or
any such Holder that is an "affiliate" of MAAX or of any of the guarantors under
the indenture relating to the Notes within the meaning of Rule 405 under the
Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such Holder's business and such Holder is not
engaged in, and does not intend to engage in, a distribution of such Exchange
Notes and has no arrangement with any person to participate in the distribution
of such Exchange Notes. The SEC has not, however, 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 with respect to the Exchange
Offer as in the SEC No-Action Letters.
3
By tendering, the undersigned represents and warrants to MAAX that (i) any
Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the
ordinary course of business of the person receiving such Exchange Notes, whether
or not such person is such undersigned, (ii) neither the undersigned Holder of
Original Notes nor any such other person has an arrangement or understanding
with any person to participate in the distribution of such Exchange Notes and no
such person will have any such arrangement or understanding at the time of
consummation of the Exchange Offer and (iii) neither the Holder nor any such
other person is an "affiliate" of MAAX or of any of the guarantors of the Notes
within the meaning of Rule 405 under the Securities Act, or, if such Holder or
such other person is an "affiliate," it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
The undersigned agrees to all of the terms of the Exchange Offer as described in
the Prospectus and herein.
If the undersigned is not a broker-dealer, it hereby represents and
warrants to MAAX that it is not engaged in, and does not intend to engage in, a
distribution of the Exchange Notes. If the undersigned is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Original Notes
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes; provided, 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. MAAX has agreed to use
all commercially reasonable efforts to keep the registration statement of which
the Prospectus forms a part effective for a period beginning when Exchange Notes
are first issued in the Exchange Offer and ending upon the earlier of the
expiration of the 180th day after the Exchange Offer has been completed and such
time as broker-dealers are no longer required to comply with the prospectus
delivery requirements in connection with offers and sales of Exchange Notes.
The undersigned acknowledges that if the undersigned is tendering Original
Notes in the Exchange Offer with the intention of participating in any manner in
a distribution of the Exchange Notes (i) the undersigned cannot rely on the
position of the staff of the SEC set forth in the SEC No-Action Letters and in
the absence of an exemption therefrom, must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the Exchange Notes and such secondary resale
transaction must be covered by an effective registration statement containing
the selling security holder information required by Item 507 of Regulation S-K
under the Securities Act and (ii) failure to comply with such requirements could
result in the undersigned incurring liability under the Securities Act.
For purposes of the Exchange Offer, MAAX shall be deemed to have accepted
validly tendered Original Notes when, as and if MAAX has given oral or written
notice thereof to the Exchange Agent. If any tendered Original Notes are not
accepted for exchange pursuant to the Exchange Offer for any reason or if
Original Notes are submitted for a greater principal amount than the Holder
desires to exchange, such unaccepted or non-exchanged Original Notes will be
returned without expense to the tendering Holder thereof or, in the case of
Original Notes tendered by book-entry transfer into the Exchange Agent's account
at DTC, such non-exchanged Original Notes will be credited to an account
maintained with DTC promptly after the expiration or termination of the Exchange
Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal and every obligation of the undersigned hereunder shall survive the
death, incapacity or dissolution of the undersigned and every obligation under
this Letter of Transmittal shall be binding upon the undersigned's heirs,
executors, administrators, trustees in bankruptcy, legal representatives,
personal representatives, successors and assigns.
The undersigned understands that tenders of Original Notes not withdrawn
before the Expiration Date pursuant to the instructions hereto will constitute
an agreement between the undersigned and MAAX upon the terms and subject to the
conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue Exchange Notes in exchange for the Original Notes accepted for exchange
and return any Original Notes not tendered or not exchanged, in the name(s) of
the undersigned (or in either such event in the case of Original Notes tendered
by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated
under "Special Delivery Instructions," please send the Exchange Notes issued in
exchange for the Original Notes accepted for
4
exchange and any Original Notes not tendered or not exchanged (and accompanying
documents as appropriate) to the undersigned at the address shown below the
undersigned's signature, unless, in either event, tender is being made through
DTC. In the event that both "Special Issuance Instructions" and "Special
Delivery Instructions" are completed, please issue the Exchange Notes issued in
exchange for the Original Notes accepted for exchange and return any Original
Notes not tendered or not exchanged in the name(s) of, and send said Exchange
Notes to, the person(s) so indicated. The undersigned recognizes that MAAX has
no obligation pursuant to the "Special Issuance Instructions" and "Special
Delivery Instructions" to transfer any Original Notes from the name of the
registered holder(s) thereof if MAAX does not accept for exchange any of the
Original Notes so tendered.
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the accompanying Notice of Guaranteed
Delivery (the "Notice of Guaranteed Delivery") may be directed to the Exchange
Agent. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
5
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH ORIGINAL NOTES
AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX.
List below the Original Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers, if any, and
principal amounts should be listed on a separate signed schedule affixed to this
Letter of Transmittal. Tenders of Original Notes will be accepted only in
authorized denominations of $1,000 or integral multiples thereof.
<Table>
<Caption>
- --------------------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL NOTES
- --------------------------------------------------------------------------------------------
CERTIFICATE NUMBER(S)*
NAME(S) AND ADDRESS(ES) OF HOLDER(S) (ATTACH SIGNED LIST AGGREGATE PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) IF NECESSARY) TENDERED (IF LESS THAN ALL)**
- --------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF ORIGINAL NOTES TENDERED
- -----------------------------------------------------------------------------
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Original Notes
listed. See Instruction 2.
- -----------------------------------------------------------------------------
</Table>
USE OF BOOK ENTRY TRANSFER
- -----------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering
Institution: -------------------------------------------------------------------
DTC Book-Entry Account
No.: ----------------------------------------------------------------------
Transaction Code
No.: ----------------------------------------------------------------------
6
USE OF GUARANTEED DELIVERY
- -----------------------------------------------------------------------------
Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available but are not lost, or (ii) who cannot deliver
their Original Notes, this Letter of Transmittal or any other required documents
to the Exchange Agent prior to the Expiration Date, may effect a tender of such
Original Notes according to the guaranteed delivery procedures set forth in the
Prospectus and in the instructions to this Letter of Transmittal and must also
complete the Notice of Guaranteed Delivery.
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Original Notes:
-------------------------------------
Window Ticket No. (if any):
-------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-------------------------
----------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
------------------
----------------------------------------
DTC Book-Entry Account No.:
-------------------------------------------------
If Delivered by Book-Entry Transfer, Name of Tendering Institution:
---------
- --------------------------------------------------------------------------------
Transaction Code No.:
---------------------------------------------
BROKER-DEALER COPIES OF PROSPECTUS
- -----------------------------------------------------------------------------
[ ] 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:
--------------------------------------------------------------------
Aggregate Principal Amount of Original Notes so held:
-----------------------
7
FOR USE BY AFFILIATES
- -----------------------------------------------------------------------------
[ ] CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU ARE TENDERING
ORIGINAL NOTES IS AN AFFILIATE OF MAAX.
Name:
-----------------------------------------------------------------------
Address:
--------------------------------------------------------------------
Aggregate Principal Amount of Original Notes so held:
-----------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF ORIGINAL NOTES REGARDLESS OF
WHETHER ORIGINAL NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Original
Notes exactly as their name(s) appear(s) on certificate(s) for Original Notes
or, if tendered by a participant in DTC, exactly as such participant's name
appears on a security position listing as the owner of Original Notes, or by
person(s) authorized to become registered Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to MAAX of such person's authority to so act. See Instruction 3
herein.
If the signature appearing below is not of the registered Holder(s) of the
Original Notes, then the registered Holder(s) must sign a valid proxy.
<Table>
X ------------------------------ Date:--------------------------
X ------------------------------ Date:--------------------------
(SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED
SIGNATORY)
</Table>
Name(s):
----------------------------------------------------------------------
----------------------------------------------------------------------
(PLEASE PRINT)
Capacity:
-----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone No.:
- ---------------------------------------------------
Tax Identification or Social Security No(s).:
- -----------------------------------
- -----------------------------------
8
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
Date:
- ------------------------------, 2004
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4 HEREIN)
To be completed ONLY if certificates for Original Notes not exchanged
and/or Exchange Notes issued pursuant to the Exchange Offer are to be issued in
the name of someone other than the person or persons whose signature(s)
appear(s) within this Letter of Transmittal or if Original Notes tendered by
book-entry transfer that are not accepted for exchange are to be returned by
credit to an account maintained at DTC other than the account indicated above.
Issue Exchange Notes and/or Original Notes in the name of:
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
(ZIP CODE)
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit exchanged Original Notes delivered by book-entry transfer to the DTC
account set forth below:
- --------------------------------------------------------------------------------
(DTC ACCOUNT NUMBER)
Name of Account Party:
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4 HEREIN)
To be completed ONLY if certificates for Original Notes not exchanged
and/or Exchange Notes issued pursuant to the Exchange Offer are to be sent to
someone other than the person or persons whose signature(s) appear(s) within
this Letter of Transmittal or to such person or persons at an address different
from that shown in the box entitled "Description of Original Notes" within this
Letter of Transmittal.
Mail Exchange Notes and/or Original Notes to:
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
(ZIP CODE)
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
9
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYER'S NAME: U.S. BANK TRUST NATIONAL ASSOCIATION, AS EXCHANGE AGENT
<Table>
- ---------------------------------------------------------------------------------------------------------------------------
Name
- ---------------------------------------------------------------------------------------------------------------------------
Business name, if different from above
- ---------------------------------------------------------------------------------------------------------------------------
Check appropriate box: [ ] Individual/ [ ] Corporation [ ] Partnership [ ] Other ] --------- [ ]
Sole Proprietor
- ---------------------------------------------------------------------------------------------------------------------------
Address (number, street, and apt. or suite no.)
- ---------------------------------------------------------------------------------------------------------------------------
City, State, and Zip Code
Name
- ---------------------------------------------------------------------
Business name, if differen
- ------------------------------------------------------------------------------------------
Check appropriate box: [ ] Individual/ [ ] Corporation [ ] Partnership [ ] Other ] ---Exempt from backup
Sole Proprietor withholding
- ---------------------------------------------------------------------------------------------------------------------------
Address (number, street, a
- ---------------------------------------------------------------------------------------------------------------------------
City, State, and Zip Code
</Table>
<Table>
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT ---------------------------
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number
OR
---------------------------
Employer Identification
Number
--------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2 -- Certification -- Under Penalties of Perjury, I PART 3 --
INTERNAL REVENUE SERVICE certify that: Awaiting TIN [ ]
PAYER'S REQUEST FOR (1) The number shown on this form is my correct Taxpayer
TAXPAYER IDENTIFICATION Identification Number (or I am waiting for a number to
NUMBER (TIN) be issued to me) and
(2) I am not subject to backup withholding because: (a)
I am exempt from backup withholding, (b) I have not been
notified by the Internal Revenue Service ("IRS") that I
am subject to backup withholding as a result of 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).
--------------------------------------------------------------------------------------
Certificate instructions -- You must cross out item (2) in Part 2 above if you have
been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received another
notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out item (2).
SIGNATURE ------------------------------------------ DATE --------------------
</Table>
<Table>
- ------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING, CURRENTLY AT THE RATE OF 28%, WITH RESPECT TO ANY PAYMENTS
MADE TO HOLDERS OF EXCHANGE NOTES 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
10
THE BOX IN PART 3 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 within 60 days, all
reportable payments made to me thereafter will be subject to withholding,
currently at the rate of 28%, until I provide a number.
---------------------------------------------------------
---------------------------------------------------------
Signature Date
11
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES; GUARANTEED
DELIVERY PROCEDURES. The certificates for the tendered Original Notes (or a
timely confirmation of the book-entry transfer of Original Notes into the
Exchange Agent's account at DTC of all Original Notes delivered electronically),
as well as a properly completed and duly executed copy of this Letter of
Transmittal or facsimile hereof and any other documents required by this Letter
of Transmittal must be received by the Exchange Agent at its address set forth
herein prior to 11:59 P.M., New York City time, on the Expiration Date. Original
notes may only be tendered in a principal amount of $1,000 and any integral
multiple thereof.
THE METHOD OF DELIVERY OF THE TENDERED ORIGINAL NOTES, THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT ARE AT THE
ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT
OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY. NO LETTER OF TRANSMITTAL OR ORIGINAL NOTES SHOULD BE
SENT TO MAAX.
Holders who wish to tender their Original Notes and whose Original Notes
are not immediately available, or who cannot deliver their Original Notes, this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent 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 Prospectus and the
instructions to this Letter of Transmittal below. Pursuant to such procedures:
(i) such tender must be made by or through an Eligible Institution (as defined
below) and the Holder must sign a Notice of Guaranteed Delivery; (ii) on or
prior to the Expiration Date, the Exchange Agent must have received from the
Holder and the Eligible Institution a written or facsimile copy of a properly
completed and duly executed Notice of Guaranteed Delivery setting forth the name
and address of the Holder of the Original Notes, the certificate number or
numbers of such tendered Original Notes and the principal amount of Original
Notes tendered, stating that the tender is being made thereby and guaranteeing
that, within five business days after the date of delivery of the Notice of
Guaranteed Delivery, this Letter of Transmittal together with the certificate(s)
representing the Original Notes (or timely confirmation of the book-entry
transfer of Original Notes into the Exchange Agent's account at DTC) and any
other required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or copy thereof), as well as all other documents required by this
Letter of Transmittal and the certificate(s) representing all tendered Original
Notes in proper form for transfer (or timely confirmation of the book-entry
transfer of Original Notes into the Exchange Agent's account at DTC), must be
received by the Exchange Agent within five business days after the Expiration
Date. Any Holder of Original Notes who wishes to tender Original Notes pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the Notice of Guaranteed Delivery and Letter of
Transmittal prior to 11:59 P.M., New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Original Notes will be
determined by MAAX in its sole discretion, which determination will be final and
binding. MAAX reserves the absolute right to reject any and all Original Notes
not properly tendered or any Original Notes MAAX's acceptance of which would, in
the opinion of counsel for MAAX, be unlawful. MAAX also reserves the right to
waive any defects, irregularities or conditions of tender as to particular
Original Notes, but if MAAX waives any condition of the Exchange Offer, it will
waive that condition for all Holders. MAAX's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Original Notes must be
cured within such time as MAAX shall determine. Neither MAAX, the Exchange Agent
nor any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Original Notes, nor shall any of them
incur any liability for failure to give such notification. Tenders of Original
Notes will not be deemed to have been made until such defects or irregularities
have been cured or waived and will be returned by the Exchange Agent to the
tendering Holders of Original
12
Notes, unless otherwise provided in this Letter of Transmittal, promptly
following the Expiration Date unless the Exchange Offer is extended.
2. PARTIAL TENDERS; WITHDRAWAL RIGHTS. Tenders of Original Notes will be
accepted only in the principal amount of $1,000 and integral multiples thereof.
If less than all Original Notes evidenced by a submitted certificate are
tendered, the tendering Holder should fill in the aggregate principal amount of
Original Notes tendered in the third column of the box entitled "Description of
Original Notes." All Original Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. A reissued certificate
representing the balance of nontendered Original 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 ORIGINAL
NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED
UNLESS OTHERWISE INDICATED.
Holders may withdraw tenders of Original Notes at any time prior to 11:59
P.M., New York City time, on the Expiration Date. For the withdrawal to be
effective, the Exchange Agent must receive a written notice of withdrawal at its
address set forth herein prior to the Expiration Date. Any such notice of
withdrawal must: (i) specify the name of the person who tendered the Original
Notes to be withdrawn; (ii) identify the Original Notes to be withdrawn,
including the certificate number or numbers and principal amount of such
withdrawn Original Notes; (iii) be signed by the Holder in the same manner as
the original signature on this Letter of Transmittal by which such Original
Notes were tendered or as otherwise set forth in Instruction 3, including any
required signature guarantees, or be accompanied by a bond power in the name of
the person withdrawing the tender, in satisfactory form as determined by MAAX in
MAAX's sole discretion, duly executed by the registered Holder, with the
signature thereon guaranteed by an Eligible Institution together with the other
documents required upon transfer by the indenture governing the Notes; and (iv)
specify the name in which such Original Notes are to be registered, if different
from the person who deposited the Original Notes pursuant to such documents of
transfer.
MAAX will determine all questions as to the validity, form and eligibility,
including time of receipt, of such withdrawal notices in its sole discretion.
The Original Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Original Notes which have
been tendered for exchange but which are withdrawn will be returned to their
Holder without cost to such Holder promptly after withdrawal. Properly withdrawn
Original Notes may be retendered by following one of the procedures described in
"The Exchange Offer -- Procedures for Tendering Original Notes" of the
Prospectus at any time on or prior to the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy hereof) is
signed by the registered Holder(s) of the Original Notes tendered hereby, the
signature must correspond exactly with the name(s) as written on the face of the
Original Notes without alteration, enlargement or any change whatsoever.
If any tendered Original Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Original 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.
If this Letter of Transmittal is signed by a person other than the
registered Holder(s) of Original Notes listed herein, such Original Notes must
be endorsed or accompanied by properly completed bond powers signed by the
registered Holder exactly as the name(s) of the registered Holder or Holders
appears on the Original Notes with the signatures on the Original Notes or the
bond powers guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Original Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by
MAAX, evidence satisfactory to MAAX of their authority to so act must be
submitted with this Letter of Transmittal.
13
Endorsements on Original Notes or signatures on bond powers required by
this Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an eligible guarantor institution that is a
member of or participant in the Securities Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Program or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (an "Eligible Institution"), unless the
Original Notes tendered pursuant hereto are tendered (i) by a registered Holder
(including any participant in DTC whose name appears on a security position
listing as the owner of Original Notes) who has not completed the box set forth
herein entitled "Special Issuance Instructions" or "Special Delivery
Instructions" or (ii) for the account of an Eligible Institution. If signatures
on this Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, the guarantee must be by an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
include, in the applicable spaces, the name and address to which Exchange Notes
or substitute Original Notes for any principal amount not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated. A Holder of Original Notes
tendering Original Notes by book-entry transfer may request that Original Notes
not exchanged be credited to such account maintained at DTC 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 of Transmittal or credited to the account listed beneath the box entitled
"Description of Original Notes," as the case may be.
5. TAXPAYER IDENTIFICATION NUMBER. Federal income tax law generally
requires that a tendering Holder whose Original Notes are accepted for exchange
must provide MAAX with such Holder's correct taxpayer identification number
("TIN") on Substitute Form W-9, which, in the case of a tendering Holder who is
an individual, is his or her social security number. If MAAX 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, delivery to such tendering Holder of Exchange Notes may be subject
to backup withholding, currently at the rate of 28% (subject to future
adjustment), with respect to all reportable payments made after the exchange. If
withholding results in an overpayment of taxes, a refund may be obtained.
Exempt Holders of Original Notes (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, each tendering Holder of Original Notes must
provide its correct TIN by completing the Substitute Form W-9 included herein,
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 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 MAAX a completed Form W-8BEN, Certificate of
Foreign Status. These forms may be obtained from the Exchange Agent. 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 instructions on
applying for a TIN, check the box in Part 3 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: Checking such box and writing "applied
for" on the form means that such Holder has already applied for a TIN or that
such Holder intends to apply for one in the near future. If such Holder does not
provide its TIN to MAAX within 60 days, backup withholding will begin and
continue until such Holder furnishes its TIN to MAAX.
14
6. TRANSFER TAXES. MAAX will pay all transfer taxes, if any, applicable
to the exchange of Original Notes pursuant to the Exchange Offer. If, however, a
transfer tax is imposed for any reason other than the exchange of Original Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes,
whether imposed on the registered Holder or any other person, will be payable by
the tendering Holder. If satisfactory evidence of payment of such taxes or
exemption 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 LISTED IN THIS LETTER OF
TRANSMITTAL.
7. WAIVER OF CONDITIONS. MAAX reserves the absolute right to amend, waive
or modify, in whole or in part, any or all of the conditions to the Exchange
Offer set forth in the Prospectus.
8. 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 herein for further instructions. The
Holder will then be instructed as to the steps that must be taken to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the Original Notes have been replaced.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number set forth herein.
10. DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Original Notes will be determined by MAAX in its sole discretion, which
determination will be final and binding. MAAX reserves the absolute right to
reject any and all Original Notes not properly tendered or any Original Notes
MAAX's acceptance of which would, in the opinion of counsel for MAAX, be
unlawful. MAAX also reserves the right to waive any defects, irregularities or
conditions of tender as to particular Original Notes, but if MAAX waives any
condition of the Exchange Offer, it will waive that condition for all Holders.
MAAX's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Original Notes must be cured within such time as MAAX
shall determine. Neither MAAX, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Original Notes, nor shall any of them incur any liability for failure
to give such notification. Tenders of Original Notes will not be deemed to have
been made until such defects or irregularities have been cured or waived and
will be returned by the Exchange Agent to the tendering Holders of Original
Notes, unless otherwise provided in this Letter of Transmittal, promptly
following the Expiration Date unless the Exchange Offer is extended.
11. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Original Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Original Notes for exchange.
12. INADEQUATE SPACE. If the space provided herein is inadequate, the
aggregate principal amount of Original Notes being tendered and the certificate
number or numbers (if available) should be listed on a separate schedule
attached hereto and separately signed by all parties required to sign this
Letter of Transmittal.
IMPORTANT: TO TENDER IN THE EXCHANGE OFFER, A HOLDER MUST COMPLETE, SIGN
AND DATE THIS LETTER OF TRANSMITTAL OR A COPY HEREOF (TOGETHER WITH CERTIFICATES
FOR ORIGINAL NOTES AND ALL OTHER REQUIRED DOCUMENTS) AND HAVE THE SIGNATURES
HEREON GUARANTEED IF REQUIRED BY THIS LETTER OF TRANSMITTAL, OR DELIVER A NOTICE
OF GUARANTEED DELIVERY, TO THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION
DATE.
15
EXCHANGE AGENT:
U.S. BANK TRUST NATIONAL ASSOCIATION
By Hand, Overnight Delivery or
Registered/Certified Mail
U.S. Bank Trust National Association
Corporate Trust Services
EP-MN-WS-2N
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance
Facsimile Transmissions:
(Eligible Institutions Only)
(651) 495-8158
To Confirm Facsimile by Telephone or for Information Call:
(800) 934-6802