EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
10.875% SENIOR SUBORDINATED NOTES DUE 2014
IN EXCHANGE FOR
10.875% SENIOR SUBORDINATED NOTES DUE 2014
OF
AUTOCAM CORPORATION
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2004 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY AUTOCAM
CORPORATION IN ITS SOLE DISCRETION. TENDERS OF OUTSTANDING NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
EXCHANGE AGENT:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
BY MAIL, HAND OR OVERNIGHT DELIVERY:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS EXCHANGE AGENT
INSTITUTIONAL TRUST SERVICES
2001 BYRAN STREET, 9TH FLOOR
DALLAS, TEXAS 75201
ATTENTION: EXCHANGES, FRANK IVINS
FACSIMILE: (214) 468-6494
CONFIRM BY TELEPHONE: (800) 275-2048
DELIVERY TO AN ADDRESS OTHER THAN THE DEPOSITORY TRUST COMPANY (ATOP) OR AS SET
FORTH IN THIS LETTER OF TRANSMITTAL OR TRANSMISSION OF INSTRUCTIONS VIA A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
By execution hereof, the undersigned acknowledges receipt of the Prospectus
dated , 2004 (the "Prospectus") of Autocam Corporation ("Autocam")
which, together with this Letter of Transmittal (the "Letter of Transmittal"),
constitute Autocam's offer (the "Exchange Offer") to exchange $1,000 in stated
amount at maturity of a new series of 10.875% Senior Subordinated Notes Due 2014
(the "Exchange Notes") of Autocam for each $1,000 in stated amount at maturity
of outstanding 10.875% Senior Subordinated Notes Due 2014 originally issued on
June 10, 2004 (the "Outstanding Notes") of Autocam. The terms of the Exchange
Notes are identical in all material respects (including stated amount at
maturity, interest rate and maturity) to the terms of the Outstanding Notes for
which they may be exchanged pursuant to the Exchange Offer, except that the
Exchange Notes will have been registered under the Securities Act of 1933 (the
"Securities Act"), as amended, and, therefore, will not bear legends restricting
the transfer thereof and will not contain provisions regarding registration
rights or penalty interest.
This Letter of Transmittal is to be used by Holders (as defined below) if: (i)
certificates representing Outstanding Notes are to be physically delivered to
the Exchange Agent herewith by Holders; (ii) tender of Outstanding Notes is to
be made by book-entry transfer to the Exchange Agent's account at The Depository
Trust Company ("DTC") by any financial institution that is a participant in DTC
and whose name appears on a security position listing as the owner of
Outstanding Notes (such participants, acting on behalf of Holders, are referred
to herein, together with such Holders, as "Acting Holder"); or (iii) tender of
Outstanding Notes is to be made according to the guaranteed delivery procedures.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If delivery of the Outstanding Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at DTC as set forth in (ii) in the
immediately preceding paragraph, this Letter of Transmittal need not be manually
executed; provided, however, that tenders of Outstanding Notes must be effected
in accordance with the procedures mandated by DTC's Automated Tender Offer
Program ("ATOP"). To tender Outstanding Notes through ATOP, the electronic
instructions sent to DTC and transmitted by DTC to the Exchange Agent must
contain the character by which 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 Outstanding Notes are
registered on the books of Autocam or any other person who has obtained a
properly completed bond power from the registered Holder or (ii) any participant
in DTC whose Outstanding Notes are held of record by DTC who desires to deliver
such Outstanding 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.
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 Notice of Guaranteed Delivery may
be directed to the Exchange Agent.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
List below the Outstanding Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the Certificate Numbers and Stated
Amounts at Maturity should be listed on a separate signed schedule affixed
hereto. Tenders of Outstanding Notes will be accepted only in authorized
denominations of $1,000.
<Table>
<Caption>
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DESCRIPTION OF OUTSTANDING NOTES
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AGGREGATE STATED
CERTIFICATE NUMBER(S)* AMOUNT AT MATURITY
NAME(S) AND ADDRESS(ES) OF HOLDER(S) (ATTACHED SIGNED LIST TENDERED
(PLEASE FILL IN, IF BLANK) IF NECESSARY) (IF LESS THAN ALL)**
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- ----------------------------------------------------------------------------------------------------------------------------
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TOTAL STATED AMOUNT
AT MATURITY OF
OUTSTANDING NOTES
TENDERED
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* Need not be completed by Holders tending by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Outstanding Notes listed. See Instruction 2.
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</Table>
2
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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DTC Book-Entry Account:
- --------------------------------------------------------------------------------
Transaction Code No.:
- --------------------------------------------------------------------------------
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available, or (ii) who cannot deliver
their Outstanding Notes, the Letter of Transmittal or any other required
documents to the Exchange Agent prior to the Expiration Date, or cannot complete
the procedure for book-entry transfer on a timely basis, may effect a tender
according to the guaranteed delivery procedures and must also complete the
Notice of Guaranteed Delivery.
[ ] CHECK HERE IF TENDERED OUTSTANDING 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 Outstanding Notes:
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Window Ticket No. (If Any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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DTC Book-Entry Account No.:
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If Delivered by Book-Entry Transfer:
Name of Tendering Institution:
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Transaction Code:
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[ ] 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:
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Address:
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3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Autocam the above-described stated amount at
maturity of Outstanding Notes. Subject to, and effective upon, the acceptance
for exchange of the Outstanding Notes tendered herewith, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, Autocam all right,
title and interest in and to such Outstanding Notes. 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 Autocam and as Trustee under the
Indenture for the Outstanding Notes and the Exchange Notes) to cause the
Outstanding Notes to be assigned, transferred and exchanged. The undersigned
represents and warrants that it has full power and authority to tender,
exchange, assign and transfer the Outstanding Notes and to acquire Exchange
Notes issuable upon the exchange of such tendered Outstanding Notes, and that,
when the same are accepted for exchange, Autocam will acquire good and
unencumbered title to the tendered Outstanding Notes, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or Autocam to be
necessary or desirable to complete the exchange, assignment and transfer of
tendered Outstanding Notes.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The exchange offer -- Conditions to the exchange
offer". The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by Autocam) as more particularly set forth
in the Prospectus, Autocam may not be required to exchange any of the
Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not
exchanged will be returned to the undersigned at the address shown below the
signature of the undersigned.
By tendering, each Holder represents to Autocam that the person acquiring
Exchange Notes in the Exchange Offer, whether or not that person is the Holder,
is obtaining them in the ordinary course of its business, and neither the Holder
nor that other person has any arrangement or understanding with any person to
participate in the distribution of the Exchange Notes issued in the Exchange
Offer. If any Holder or any other person is an "affiliate," as defined under
Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in
or has an arrangement or understanding with any person to participate in a
distribution of the notes to be acquired in the Exchange Offer, the Holder or
any other person: (i) may not rely on 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.
Each broker-dealer who acquired its Outstanding Notes as a result of
market-making activities or other trading activities, and thereafter receives
Exchange Notes issued for its own account in the Exchange Offer, must
acknowledge that it will deliver this prospectus in connection with any resale
of such Exchange Notes issued in the Exchange Offer. By acknowledging that it
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, the
undersigned is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
For purposes of the Exchange Offer, Autocam shall be deemed to have accepted
validly tendered Outstanding Notes when, as and if Autocam has given oral or
written notice thereof to the Exchange Agent and complied with the applicable
provisions of the Registration Rights Agreement. If any tendered Outstanding
Notes are not accepted for exchange pursuant to the Exchange Offer for any
reason or if Outstanding Notes are submitted for a greater stated amount at
maturity than the Holder desires to exchange, such unaccepted or non-exchanged
Outstanding Notes will be returned without expense to the tendering Holder
thereof (or, in the case of Outstanding Notes tendered by book-entry transfer
into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant
to customary book-entry transfer procedures, such non-exchanged Notes will be
credited to an account maintained with such Book-Entry Transfer Facility) as
promptly as practicable after the expiration or termination of the Exchange
Offer.
4
All authority conferred or agreed to be conferred by this Letter of Transmittal
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, personal representatives, successors and assigns.
The undersigned understands that tenders of Outstanding Notes pursuant to the
instructions hereto will constitute a binding agreement between the undersigned
and Autocam upon the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instruction", please issue
the certificates representing the Exchange Notes issued in exchange for the
Outstanding Notes accepted for exchange and return any Outstanding Notes not
tendered or not exchanged, in the name(s) of the undersigned (or in either such
event in the case of Outstanding Notes tendered by DTC, by credit to the account
at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions", please send the certificates representing the Exchange Notes
issued in exchange for the Outstanding Notes accepted for exchange and any
certificates for Outstanding Notes not tendered or not exchanged (and
accompanying documents as appropriate) to the undersigned at the address shown
below the undersigned's signatures, 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 certificates
representing the Exchange Notes issued in exchange for the Outstanding Notes
accepted for exchange and return any Outstanding Notes not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The undersigned recognizes that Autocam has no obligation pursuant to
the "Special Issuance Instructions" and "Special Delivery Instructions" to
transfer any Outstanding Notes from the name of the registered holder(s) thereof
if Autocam does not accept for exchange any of the Outstanding Notes so
tendered.
5
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS
OF WHETHER OUTSTANDING NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Outstanding Notes
exactly as their name(s) appear(s) on certificate(s) for Outstanding 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 Outstanding 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 Autocam of such persons authority to so act. See Instruction 3
herein. If the signature appearing below is not of the registered Holder(s) of
the Outstanding Notes, then the registered Holder(s) must sign a valid proxy.
<Table>
X Date:
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X Date:
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SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY
Names: Address:
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(PLEASE PRINT) (INCLUDING ZIP CODE)
Area Code and
Capacity(ies): Telephone No.:
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Social Security No(s).:
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</Table>
PLEASE COMPLETE 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)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
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(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
Date:
- ------------------------------
6
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for the Exchange Notes issued pursuant to
the Exchange Offer are to be issued to the order of, someone other than the
person or persons whose signature(s) appear(s) within this Letter of Transmittal
or issued to an address different from that shown in the box entitled
"Description of Outstanding Notes" within this Letter of Transmittal, or if
Outstanding Notes tendered by book-entry transfer that are not accepted are
maintained at DTC other than the account at DTC indicated above.
Name:
- --------------------------------------------------------------------------------
Address:
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(PLEASE PRINT)
Zip Code:
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Taxpayer Identification or Social Security Number:
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(SEE FORM W-9 HEREIN)
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for the Exchange Notes issued pursuant to
the Exchange Offer are sent to, someone other than the person or persons whose
signature(s) appear(s) within this Letter of Transmittal or to be credited to an
account maintained at DTC other than the account at DTC indicated above.
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Zip Code:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
- --------------------------------------------------------------------------------
(SEE FORM W-9 HEREIN)
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. The certificates for
the tendered Outstanding Notes (or a confirmation of a book-entry into the
Exchange Agent's account at DTC of all Outstanding Notes delivered
electronically), as well as a properly completed and duly executed copy of this
Letter of Transmittal of 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 5:00 P.M., New York City time, on the Expiration Date.
Autocam Corporation may extend the Expiration Date in its sole discretion by a
public announcement given no later than 9:00 A.M., New York City time, on the
next business day following the previously scheduled Expiration Date. The method
of delivery of the tendered Outstanding 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 Outstanding Notes should be sent to
Autocam.
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding
Notes are not immediately available or (ii) who cannot deliver their Outstanding
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Exchange Date, or who cannot complete the procedure
for book-entry transfer on a timely basis must tender their Outstanding Notes
and follow the guaranteed delivery procedures set forth in the Prospectus.
Pursuant to such procedures: (i) such tender must be made by or through an
Eligible Institution (as defined below); (ii) prior to the Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) setting forth the name and address of the
Holder of the Outstanding Notes, the certificate number or numbers of such
Outstanding Notes and the stated amount at maturity of Outstanding 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,
this Letter of Transmittal (or copy thereof) (or electronic instructions
containing the character by which the participant acknowledges its receipt of
and agrees to be bound by this Letter of Transmittal) together with the
certificate(s) representing the Outstanding Notes (or a confirmation of
electronic mail delivery of book-entry into the Exchange Agent's account at DTC)
and any of the 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) (or electronic instructions containing the
character by which the participant acknowledges its receipt of and agrees to be
bound by this Letter of Transmittal), as well as all other documents required by
this Letter of Transmittal, and the certificate(s) representing all tendered
Outstanding Notes in proper form for transfer (or a confirmation of electronic
mail delivery book-entry delivery into the Exchange Agent's account at DTC),
must be received by the Exchange Agent within three New York Stock Exchange
trading days after the Expiration Date. Any Holder of Outstanding Notes who
wishes to tender these Outstanding Notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery prior to 5:00 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 Outstanding Notes will be determined by
Autocam in its sole discretion, which determination will be final and binding.
Autocam reserves the absolute right to reject any and all Outstanding Notes not
properly tendered or any Outstanding Notes Autocam's acceptance of which would,
in the opinion of counsel for Autocam, be unlawful. Autocam also reserves the
absolute right to waive any defects, irregularities or conditions of tender as
to particular Outstanding Notes. Autocam's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) will be in its sole discretion and will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as Autocam shall determine.
Although Autocam intends to notify Holders of defects or irregularities with
respect to tenders of Outstanding Notes, neither Autocam, the Exchange Agent nor
any other person shall be under any duty to give notification of defects or
irregularities
8
with respect to tenders of Outstanding Notes, nor shall any of them incur any
liability for failure to give such notification. Tenders of Outstanding Notes
will not be deemed to have been made until such defects or irregularities have
been cured or waived and will be returned without cost by the Exchange Agent to
the tendering Holders of Outstanding Notes, unless otherwise provided in this
Letter of Transmittal, as soon as practicable following the Expiration Date.
2. PARTIAL TENDERS; WITHDRAWALS. If less than all Outstanding Notes are
tendered, the tendering Holder should fill in the number of Outstanding Notes
tendered in the third column of the chart entitled "Description of Outstanding
Notes." All Outstanding Notes delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated. If not all Outstanding Notes are
tendered, Outstanding Notes for the aggregate stated amount at maturity of
Outstanding Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If not all Outstanding Notes are tendered,
a certificate or certificates representing Exchange Notes issued in exchange of
any Outstanding Notes tendered and accepted will be sent to the Holder at his or
her registered address, unless a different address is provided in the
appropriate box in this Letter of Transmittal or unless tender is made through
DTC, promptly after the Outstanding Notes are accepted for exchange.
3. SIGNATURE ON THE 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 Outstanding Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
Outstanding Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or copy hereof) is signed by the registered
Holder(s) of Outstanding Notes tendered and the certificate(s) for Exchange
Notes issued in exchange therefor is to be issued (or any untendered number of
Outstanding Notes is to be reissued) to the registered Holder, such Holder need
not and should not endorse any tendered Outstanding Note, nor provide a separate
bond power. In any other case, such Holder must either properly endorse the
Outstanding Notes tendered or transmit a properly completed separate bond power
with this Letter of Transmittal, with the signature on the endorsement or bond
power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or copy hereof) if signed by a person other than
the registered Holder(s) of Outstanding Notes listed therein, such Outstanding
Notes must be endorsed or accompanied by properly completed bond powers which
authorized such person to tender the Outstanding Notes on behalf of the
registered Holder, in either case signed as the name of the registered Holder or
Holders appears on the Outstanding Notes.
If this Letter of Transmittal (or copy hereof) or any Outstanding Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such person should so indicate when signing and
unless waived by Autocam, evidence satisfactory to Autocam of their authority to
so act must be submitted with this Letter of Transmittal.
Endorsements on Outstanding 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 copy hereof) or a notice of
withdrawal, as the case may be, must be guaranteed 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 Exchange Act (an "Eligible Institution")
unless the Outstanding Notes tendered pursuant thereto are tendered (i) by a
registered Holder (including any participant in DTC whose name appears on a
security position listing as the owner of Outstanding Notes) who has not
completed the box set forth herein entitled "Special Issuance Instructions" or
"Special Delivery Instructions" of this Letter of Transmittal or (ii) for the
account of 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 for
stated amount at maturity not tendered or not accepted for exchange are to be
sent, if different from the name and address of the person signing this Letter
of Transmittal (or in the case of tender of the Outstanding Notes through DTC,
if different from the account
9
maintained at DTC indicated above). In the case of issuance in a different name,
the taxpayer identification or social security number of the person named must
also be indicated.
5. TRANSFER TAXES. Autocam shall pay all transfer taxes, if any, applicable to
the exchange of Outstanding Notes pursuant to the Exchange Offer. If, however,
certificates representing Exchange Notes, or Outstanding Notes for stated
amounts at maturity not tendered or accepted for exchange, are to be delivered
to, or are to be issued in the name of, any person other than the registered
Holder of the Outstanding Notes tendered hereby, or if a transfer tax is imposed
for any reason other than the exchange of Outstanding 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 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 5, it will not be necessary for transfer
tax stamps to be affixed to the Outstanding Notes listed in this Letter of
Transmittal.
6. WAIVER OF CONDITIONS. Autocam reserves the absolute right to amend, waive or
modify, in whole or in part, any of the conditions to the Exchange Offer set
forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any Holder whose Outstanding
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number set forth above. In addition, all questions
relating to the Exchange Offer, as well as requests for assistance or additional
copies of the Prospectus and this Letter of Transmittal, may be directed to the
Exchange Agent at the address specified in the Prospectus.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or
Outstanding Notes will be resolved by Autocam, whose determination will be final
and binding. Autocam reserves the absolute right in its sole discretion to
reject any or all Letters of Transmittal or tenders that are not in proper form
or the acceptance of which would, in the opinion of Autocam or Autocam's
counsel, be unlawful. Autocam also reserves the right to waive any
irregularities or conditions of tender as to the particular Outstanding Notes
covered by any Letter of Transmittal or tendered pursuant to such Letter of
Transmittal. None of Autocam, the Exchange Agent or any other person will be
under any duty to give notification of any defects or irregularities in tenders
or incur any liability for failure to give any such notification. Autocam's
interpretation of the terms and conditions of the Exchange Offer shall be final
and binding.
10. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent
tenders will be accepted unless consented to by Autocam. All tendering holders
of Outstanding Notes, by execution of this Letter of Transmittal, shall waive
any right to receive notice of the acceptance of their Outstanding Notes for
exchange.
11. DEFINITIONS. Capitalized terms used in this Letter of Transmittal and not
otherwise defined have the meanings given in the Prospectus.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
10
IMPORTANT TAX INFORMATION
The Holder is required to give the Exchange Agent the social security number or
employer identification number of the Holder of the Notes. If the Notes are in
more than one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance on which number to report.
TO BE COMPLETED BY ALL TENDERING HOLDERS
<Table>
<Caption>
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PAYOR'S NAME: AUTOCAM CORPORATION
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SUBSTITUTE Please fill out your name and address below:
FORM W-9 Name: ------------------------------------------------------------------------------
Address (Number and street): ----------------------------------------------------
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City, State and Zip Code: ---------------------------------------------------------
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DEPARTMENT OF THE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX Social Security Number OR
TREASURY AT RIGHT AND CERTIFY BY SIGNING AND DATING Employer Identification Number
INTERNAL REVENUE SERVICE BELOW
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</Table>
<Table>
<Caption>
PAYOR'S REQUEST FOR PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I PART 3 --
TAXPAYER IDENTIFICATION CERTIFY THAT: Awaiting TIN [ ]
NUMBER (TIN) (1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to
be issued to me) and (2) I am not subject to withholding
either because (a) I am exempt from backup withholding;
or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of failure to report all
interest and dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding.
Exempt [ ]
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CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
under-reporting 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). If you are exempt from backup withholding,
check the applicable box in Part 3.
SIGNATURE: ------------------------------------------
DATE: ------------------------------------------
NAME (Please Print): ------------------------------------------
ADDRESS (Number and street): ------------------------------------------
City, State and Zip Code ------------------------------------------
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</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE APPLICABLE 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 to the payor by the time of payment,
31% of all reportable payments made to me will be withheld until I provide a
number and that, if I do not provide my taxpayer identification number within 60
days, such retained amounts shall be remitted to the IRS as backup withholding.
<Table>
- ------------------------------------------------- -------------------------------------------------
Signature Date
</Table>
IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR
OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR
PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.
(DO NOT WRITE IN SPACE BELOW)
<Table>
<Caption>
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OUTSTANDING OUTSTANDING
CERTIFICATE SURRENDERED NOTES TENDERED NOTES ACCEPTED
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Delivery Prepared by: Checked by: Date:
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</Table>
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