EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
PHIBRO ANIMAL HEALTH CORPORATION
PHILIPP BROTHERS NETHERLANDS III B.V.
OFFER TO EXCHANGE
UNITS CONSISTING OF $103,207,000 AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR
SECURED NOTES DUE 2007 OF PHIBRO ANIMAL HEALTH CORPORATION AND $24,284,000
AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR SECURED NOTES DUE 2007 OF PHILIPP
BROTHERS NETHERLANDS III B.V. WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS, DATED FEBRUARY 4, 2005 FOR
ALL OUTSTANDING UNITS CONSISTING OF $103,207,000 AGGREGATE PRINCIPAL AMOUNT OF
13% SENIOR SECURED NOTES DUE 2007 OF PHIBRO ANIMAL HEALTH CORPORATION AND
$24,284,000 AGGREGATE PRINCIPAL AMOUNT OF 13% SENIOR SECURED NOTES DUE 2007 OF
PHILIPP BROTHERS NETHERLANDS III B.V.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON MARCH 7,
2005, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING UNITS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
DELIVERY TO:
HSBC BANK USA, NATIONAL ASSOCIATION, EXCHANGE AGENT
By Registered or Certified Mail, Hand Delivery or
Overnight Delivery:
HSBC Bank USA, National Association
One Hanson Place, Lower Level
Brooklyn, NY 11243
Attention: Paulette Shaw -- Corporate Trust
By Facsimile Transmission
(for eligible institutions only):
(718) 488-4488
Attention: Paulette Shaw -- Corporate Trust
Confirm by Telephone:
(800) 662-9844
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW UNITS FOR THEIR EXISTING
UNITS PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITH-
DRAW) THEIR EXISTING UNITS TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
The undersigned acknowledges receipt of the Prospectus dated February 4,
2005 (the "Prospectus") of Phibro Animal Health Corporation (the "US Issuer")
and Philipp Brothers Netherlands III B.V. (the "Dutch Issuer" and, together with
the US Issuer, the "Issuers") and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Issuers' offer to exchange (the
"Exchange Offer") 127,491 of the Issuers' units (the "New Units") consisting of
$103,207,000,000 aggregate principal amount of 13% Senior Secured Notes of the
US Issuer due 2007 (the "US Notes") and $24,284,000 aggregate principal amount
of 13% Senior Secured Notes of the Dutch Issuer due 2007 (the "Dutch Notes" and,
together with the US Notes, the "New Notes"), which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus is a part, for 127,491 of the
Issuers' outstanding unregistered units (the "Existing Units") consisting of
$103,207,000 aggregate principal amount of 13% Senior Secured Notes of the US
Issuer due 2007 (the "Existing US Notes") and $24,284,000 aggregate principal
amount of 13% Senior Secured Notes of the Dutch Issuer due 2007 (the "Existing
Dutch Notes" and, together with the Existing US Notes, the "Existing Notes"),
upon and subject to the terms and conditions set forth in the Prospectus and
this Letter of Transmittal. Other capitalized terms used but not defined herein
have the meaning given to them in the Prospectus.
For each Existing Unit accepted for exchange, the Holder of such Existing
Unit will receive a New Unit. Interest on the New Notes will accrue from the
last interest payment date on which interest was paid on the Existing Notes
surrendered in exchange therefor. Holders of Existing Units accepted for
exchange will be deemed to have waived the right to receive any other payments
or accrued interest on the Existing Notes. The Issuers reserve the right, at any
time or from time to time, to extend the Exchange Offer at their discretion, in
which event the term "Expiration Date" shall mean the latest time and date to
which the Exchange Offer is extended. The Issuers shall notify holders of the
Existing Units of any extension by means of a press release or other public
announcement prior to 9:00 A.M., New York City time, on the next business day
after the previously scheduled Expiration Date.
This Letter of Transmittal is to be used by Holders if: (i) certificates
representing Existing Units are to be physically delivered to the Exchange Agent
herewith by Holders; (ii) tender of Existing Units is to be made by book-entry
transfer to the Exchange Agent's account at The Depository Trust Company ("DTC")
or by confirmation of blocking instructions in accordance with the standard
operation procedures of Euroclear or Clearstream, pursuant to the procedures set
forth in the Prospectus under "The Exchange Offer -- Procedures for Tendering
Old Units -- DTC Book Entry Transfers" or "The Exchange Offer -- Procedures for
Tendering Old Units -- Euroclear, Clearstream Procedures for Blocking
Instructions"; or (iii) tender of Existing Units is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedures." Certificates, book-entry confirmation
of the transfer of Existing Units into the Exchange Agent's account at DTC, or
confirmation of blocking instructions in accordance with the standard operating
procedures of Euroclear or Clearstream, as the case may be, as well as this
Letter of Transmittal or a facsimile hereof, properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date. DELIVERY OF
THE DOCUMENTS TO DTC, EUROCLEAR OR CLEARSTREAM DOES NOT CONSTITUTE DELIVERY TO
THE EXCHANGE AGENT.
Tenders by book-entry transfer or confirmation of blocking instructions may
also be made by delivering an agent's message in lieu of this Letter of
Transmittal. The term "book-entry confirmation" means a confirmation of a
book-entry transfer of Existing Units into the Exchange Agent's account at DTC.
The term "confirmation of blocking instructions" means a confirmation from
Euroclear or Clearstream that the securities account of the Existing Units
tendered has been blocked from and including the day on which the conformation
is delivered to the Exchange Agent and that no transfers will be effected in
relation to the Existing Units at any time after such date. The term "agent's
message" means a message to the Exchange Agent, transmitted by DTC through DTC's
Automated Tender Offer Program system, or by Euroclear or Clearstream, as the
case may be, which states that such facility has received an express
acknowledgment that
2
the Holder agrees to be bound by the Letter of Transmittal and that the Issuers
may enforce the Letter of Transmittal against such Holder. The agent's message
forms a part of a book-entry transfer.
The term "Holder" with respect to the Exchange Offer means any person: (i)
in whose name Existing Units are registered on the books of the Issuers or any
other person who has obtained a properly completed bond power from the
registered Holder; or (ii) whose Existing Units are held of record by DTC,
Euroclear or Clearstream (or their nominees) who desires to deliver such
Existing Units by book-entry transfer at DTC or by confirmation of blocking
instructions in accordance with the standard operating procedures of Euroclear
or Clearstream. 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 or the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 11 herein.
3
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR EXISTING UNITS
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. PLEASE READ THIS
ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
CHECKING ANY BOX BELOW
<Table>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF EXISTING UNITS
- ------------------------------------------------------------------------------------------------------------------------
AGGREGATE NUMBER OF NUMBER OF UNITS
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE UNITS REPRESENTED TENDERED (IF LESS
(PLEASE FILL IN, IF BLANK) NUMBER(S)* BY CERTIFICATE(S) THAN ALL)**
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
TOTALS:
- ------------------------------------------------------------------------------------------------------------------------
</Table>
* Need not be completed by Holders tendering by book-entry transfer.
** Unless indicated in the column labeled "Number of Units Tendered," any
tendering Holder of Existing Units will be deemed to have tendered the
entire number of units represented by the column labeled "Aggregate
Number of Units Represented by Certificate(s)." If the space provided
above is inadequate, list the certificate numbers and number of units on
a separate signed schedule and affix the list to this Letter of
Transmittal.
- --------------------------------------------------------------------------------
THE MINIMUM PERMITTED TENDER IS ONE EXISTING UNIT.
ALL OTHER TENDERS MUST BE WHOLE EXISTING UNITS (NO FRACTIONAL EXISTING UNITS MAY
BE TENDERED).
4
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if the Existing Units are to be issued in the name of
someone other than the undersigned.
Issue certificate(s) to:
Name
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
Book-Entry Transfer Facility Account:
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if certificates for a number of Existing Units not
tendered or not accepted for exchange, are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that shown above.
Mail certificate(s) to:
Name
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
[ ] CHECK HERE IF TENDERED EXISTING UNITS ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC OR ARE BEING TENDERED BY
CONFIRMATION OF BLOCKING INSTRUCTIONS IN ACCORDANCE WITH THE STANDARD
OPERATING PROCEDURES OF EUROCLEAR OR CLEARSTREAM, AS APPLICABLE, AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution ---------------------------------------------
Account Number -------------------- Transaction Code Number ----------
[ ] CHECK HERE IF TENDERED EXISTING UNITS 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 -------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND ARE RECEIVING NEW UNITS FOR YOUR
OWN ACCOUNT IN EXCHANGE FOR EXISTING UNITS THAT WERE ACQUIRED AS A RESULT
OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES.
Name: -------------------------------------------------------------------------
Address: ----------------------------------------------------------------------
5
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers the number of Existing Units indicated
above. Subject to and effective upon the acceptance for exchange of the number
of Existing Units tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns and transfers to, or upon the order of, the Issuers
all right, title and interest in and to the Existing Units tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent its
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Issuers and as Trustee under the Indenture for the
Existing Units and New Units) to cause the Existing Units to be assigned,
transferred and exchanged.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Existing Units
tendered hereby and that the Issuers 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 acquired by the Issuers. The
undersigned hereby further represents that any New Units acquired in exchange
for Existing Units tendered hereby will have been acquired in the ordinary
course of business of the Holder receiving such New Units, whether or not such
person is the Holder, that neither the Holder nor any such other person has any
arrangement or understanding with any person to participate in the distribution
of such New Units and that neither the Holder nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuers or
any of its subsidiaries.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the Staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters to third parties, that
the New Units issued in exchange for the Existing Units pursuant to the Exchange
Offer may be offered for resale, resold and otherwise transferred by holders
thereof (other than any such holder that is an "affiliate" of the Issuers 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 New Units are acquired in the ordinary course of such holders'
business and such holders have no arrangements or understandings with any person
to participate in the distribution of such New Units. If the undersigned is not
a broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a distribution of New Units. If the undersigned is a
broker-dealer that will receive New Units for its own account in exchange for
Existing Units that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such New Units; 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 Exchange Agent or the Issuers to be necessary or
desirable to complete the assignment, transfer and purchase of the Existing
Units tendered hereby.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer -- Terms of the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Issuers), as more particularly set
forth in the Prospectus, the Issuers may not be required to exchange any of the
Existing Units tendered hereby and, in such event, the Existing Units not
exchanged will be returned to the undersigned at the address shown below the
signature of the undersigned.
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 of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns, trustees in bankruptcy or other legal
representatives of the undersigned. This tender may be withdrawn only in
accordance with the procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Withdrawal Rights."
Unless otherwise indicated under "Special Issuance Instructions" or
"Special Delivery Instructions" in this Letter of Transmittal, certificates for
all New Units delivered in exchange for tendered Existing Units, and
6
any Existing Units delivered herewith but not exchanged, will be registered in
the name(s) of the undersigned and shall be delivered to the undersigned at the
address shown below the signature(s) of the undersigned. If a New Unit is to be
issued to a person other than the person(s) signing this Letter of Transmittal,
or if a New Unit is to be mailed to someone other than the person(s) signing
this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal at an address different than the address shown on this Letter of
Transmittal, the appropriate boxes of this Letter of Transmittal should be
completed. If Existing Units are surrendered by Holder(s) that have completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" in this Letter of Transmittal, signature(s) on
this Letter of Transmittal must be guaranteed by an Eligible Institution
(defined in Instruction 4).
Holders of Existing Units who wish to tender their Existing Units and (i)
whose Existing Units are not immediately available or (ii) who cannot deliver
their Existing Units, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent, or cannot complete the procedures for book-entry
transfer or for confirmation of blocking instructions, prior to the Expiration
Date, may tender their Existing Units according to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 1 regarding the
completion of the Letter of Transmittal printed below.
For purposes of the Exchange Offer, the Issuers shall be deemed to have
accepted validly tendered Existing Units when, as and if the Issuers have given
oral or written notice thereof to the Exchange Agent.
The undersigned understands that tenders of Existing Units pursuant to the
procedures described under the caption "The Exchange Offer -- Procedures for
Tendering Old Units" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Issuers upon the
terms and subject to the conditions of the Exchange Offer.
7
SIGNATURE PAGE
PLEASE SIGN HERE WHETHER OR NOT
EXISTING UNITS ARE BEING PHYSICALLY TENDERED HEREBY
<Table>
X --------------------------------- ,2005
- ------------------------------------------------------------ DATE
X --------------------------------- ,2005
- ------------------------------------------------------------ DATE
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Area Code and Telephone Number: ---------------------------------------
</Table>
The above lines must be signed by the registered Holder(s) of Existing
Units as their name(s) appear(s) on the Existing Units, or on a security
position listing as the owner of Existing Units, or by a person or persons
authorized to become registered Holder(s) by a properly completed bond power
from the registered Holder(s), a copy of which must be transmitted with this
Letter of Transmittal. If Existing Units to which this Letter of Transmittal
relates are held of record by two or more joint Holders, then all such holders
must sign this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person must (i)
set forth his or her full title below and (ii) unless waived by the Issuers,
submit evidence satisfactory to the Issuers of such person's authority to act.
See Instruction 4 regarding the completion of this Letter of Transmittal printed
below.
Name(s):
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity:
- --------------------------------------------------------------------------------
(TITLE)
Address:
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Signature(s) Guaranteed by an Eligible Institution (if required by
Instruction 4):
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(TITLE)
- --------------------------------------------------------------------------------
(NAME OF FIRM)
Dated: , 2005
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. All physically delivered Existing Units or confirmation of
any book-entry transfer or blocking instructions, as well as a properly
completed and duly executed copy of this Letter of Transmittal or facsimile
thereof, and any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth herein on or prior to
expiration of the Exchange Offer (the "Expiration Date").
Holders whose certificates for Existing Units are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedures for book-entry transfer on a timely basis, may tender their Existing
Units 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 in Instruction 4 below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery),
substantially in the form provided by the Issuers, setting forth the name and
address of the Holder of Existing Units and the amount of Existing Units
tendered, stating that the tender is being made thereby and guaranteeing that,
within five New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Existing Units, or a book-entry confirmation, as the case
may be, and any other documents required by this Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Existing Units, in proper form for
transfer, or a book-entry confirmation, as the case may be, and all other
documents required by this Letter of Transmittal, are received by the Exchange
Agent within five NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE EXISTING UNITS
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR
CONFIRMED BY THE EXCHANGE AGENT. IF EXISTING UNITS ARE SENT BY MAIL, IT IS
SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION
DATE TO PERMIT THE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
2. Tender by Holder. Only a Holder of Existing Units may tender such
Existing Units in the Exchange Offer. Any beneficial holder of Existing Units
who is not the registered Holder and who wishes to tender should arrange with
the registered Holder to execute and deliver this Letter of Transmittal on his
or her behalf or must, prior to completing and executing this Letter of
Transmittal and delivering his or her Existing Units, either make appropriate
arrangements to register ownership of the Existing Units in such holder's name
or obtain a properly completed bond power from the registered Holder.
3. Partial Tenders. Tenders of Existing Units will be accepted only in
integral multiples of whole Existing Units (no fractions of New Units will be
accepted). If less than the number of any Existing Units is tendered, the
tendering Holder should fill in the number of units tendered in the fourth
column of the box entitled "Description of Existing Units" above. The total
number of Existing Units delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated. If the total number of a Holder's
Existing Units is not tendered, then Existing Units for the number of Existing
Units not tendered and a certificate or certificates representing New Units
issued in exchange for any Existing Units accepted for exchange will be sent to
the Holder at his or her registered address (unless a different address is
provided in the appropriate box on this Letter of Transmittal) promptly after
the Existing Units are accepted for exchange.
4. Signatures on this Letter of Transmittal; Endorsements and Powers of
Attorney; Guarantee of Signatures. If this Letter of Transmittal is signed by
the registered Holder(s) of the Existing Units tendered hereby, the signature(s)
must correspond with the name(s) as written on the face of the certificates
without
9
alteration or any change whatsoever. If this Letter of Transmittal is signed by
a participant in DTC, Euroclear or Clearstream, the signature must correspond
with the name as it appears on the security position listing as the owners of
the Existing Units.
If any tendered Existing Units are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Existing Units are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.
Signatures on this Letter of Transmittal must be guaranteed by an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(an "Eligible Institution"), unless the Existing Units tendered hereby are
tendered (i) by a registered Holder who has not completed the box entitled
"Special Registration Instructions" or "Special Delivery Instructions" on the
Letter of Transmittal or (ii) for the account of an Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder(s) of
Existing Units (which term, for the purposes described herein, shall include a
participant in DTC, Euroclear or Clearstream whose name appears on a security
listing as the owner of the Existing Units) listed and tendered hereby, no
endorsements of the tendered Existing Units or separate written instruments of
transfer or exchange are required. In any other case, the registered Holder(s)
(or acting Holder) must either properly endorse the Existing Units or transmit
properly completed bond powers with this Letter of Transmittal (in either case,
executed exactly as the name(s) of the registered Holder(s) appear(s) on the
Existing Units, and, with respect to a participant in DTC, Euroclear or
Clearstream whose name appears on a security position listing as the owner of
Existing Units, exactly as the name of the participant appears on such security
position listing), with the signature(s) on the Existing Units or bond power
guaranteed by an Eligible Institution (except where the Existing Units are
tendered for the account of an Eligible Institution).
If this Letter of Transmittal or any certificates, bond powers or powers of
attorney are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and,
unless waived by the Issuers, proper evidence satisfactory to the Issuers of
their authority to so act must be submitted.
5. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable box or boxes, the name and address (or account at
DTC, Euroclear or Clearstream, as applicable) in which New Units or substitute
Existing Units not tendered or not accepted for exchange are to be issued (or
deposited), if different from the name and address or accounts of the person(s)
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 and the tendering Holder should complete the applicable box.
If no such instructions are given, such New Units (and Existing Units not
tendered or not accepted) will be issued in the name of and sent to the acting
Holder of the Existing Units or deposited at such Holder's account at DTC,
Euroclear or Clearstream, as applicable.
6. Tax Identification Number. A Holder whose Existing Units are accepted
for exchange is required to provide the Issuers with such Holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 provided below,
and to certify whether the Holder is subject to federal backup withholding and
that the Holder is a United States person. If the Issuers are not provided with
the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS.
In addition, if the Holder does not furnish the Issuers with a TIN in the
required manner, the Issuers are required to withhold a percentage (currently
28%) of any reportable payment, if any, made to a Holder of Existing Units
pursuant to this Exchange Offer (as well any future reportable payment made to a
Holder with respect to New Units). Certain Holders are not subject to these
federal backup withholding requirements. A non-United States person may qualify
as an exempt recipient by submitting to the Issuers a properly completed IRS
Form W-8BEN. Holders are urged to consult their own tax advisors to determine
whether they are exempt.
10
SEE "IMPORTANT TAX INFORMATION" AND THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 BELOW FOR
ADDITIONAL INSTRUCTIONS.
7. Transfer Taxes. The Issuers will pay all transfer taxes, if any,
applicable to the exchange of Existing Units pursuant to the Exchange Offer. If,
however, certificates representing New Units or Existing Units not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name(s) of, any person(s) other than the registered Holder(s) of the
Existing Units tendered hereby, or if tendered Existing Units are registered in
the name(s) of any person(s) other than the person(s) signing this Letter of
Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Existing Units pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the registered Holder(s) or on any
other person(s)) will be payable by the tendering Holder(s). If satisfactory
evidence of payment of such transfer taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering Holder(s).
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Existing Units listed in this Letter of
Transmittal.
8. Waiver of Conditions. The Issuers reserve the absolute right to amend,
waive or modify conditions to the Exchange Offer in the case of any Existing
Units tendered (and to refuse to do so).
9. No Conditional Transfers. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Existing Units, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Existing Units for exchange.
Neither the Issuers, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Existing Units, nor shall any of them incur any liability for failure to give
any such notice.
10. Mutilated, Lost, Stolen or Destroyed Existing Units. Any tendering
Holder whose Existing Units have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at one of the addresses indicated herein for
further instructions.
11. Requests for Assistance or Additional Copies. Questions and requests
for assistance or additional copies of the Prospectus, this Letter of
Transmittal, the Notice of Guaranteed Delivery or the "Guidelines for
Certification of Taxpayer Identification Number" on Substitute Form W-9 may be
directed to the Exchange Agent at the address and telephone number set forth
above.
IMPORTANT TAX INFORMATION
Under current United States federal income tax law, a Holder exchanging
Existing Units is required to provide the Issuers with such Holder's correct
taxpayer identification number ("TIN") (generally, a social security number,
individual taxpayer identification number or employer identification number) on
Substitute Form W-9 provided below, and to certify whether the Holder is subject
to federal backup withholding and that the Holder is a United States person. If
the Issuers are not provided with the correct TIN, the Holder may be subject to
a $50 penalty imposed by the IRS. In addition, if (a) the Holder does not
furnish the Issuers with a TIN in the required manner, (b) the IRS notifies the
Issuers that the TIN provided is incorrect or (c) the Holder is required but
fails to certify that the Holder is not subject to backup withholding, federal
backup withholding will apply. If federal backup withholding applies, the
Issuers or other payer are required to withhold a percentage (currently 28%) of
any reportable payment made to a Holder of Existing Units pursuant to this
Exchange Offer (as well any future reportable payment made to a Holder with
respect to New Units). 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 an overpayment of taxes, a refund may be obtained from the IRS.
If the Holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future, such Holder should write "Applied
For" in the space provided for the TIN in Part I of the Substitute Form W-9,
sign and date the Substitute Form W-9, and complete the Certificate of Awaiting
11
Taxpayer Identification Number below. If "Applied For" is written in Part I and
the Issuers are not provided with a TIN within 60 days, the Issuers will remit
any previously withheld amounts to the IRS as backup withholding.
Certain Holders (including, among others, all corporations and certain
non-United States persons) are not subject to these federal backup withholding
requirements. Exempt Holders other than non-United States persons should
indicate their exempt status on Substitute Form W-9 by furnishing their TIN,
writing "Exempt" on the face of the form and signing and dating the form. A
non-United States person must provide certification of foreign status as set
forth below. Holders are urged to consult their own tax advisors to determine
whether they are exempt.
A non-United States person may qualify as an exempt recipient by submitting
to the Issuers a properly completed IRS Form W-8BEN, provided below, signed
under penalty of perjury, certifying that the person is a non-United Stated
person and is the beneficial owner of any payment received. Only the beneficial
owner of a reportable payment subject to federal backup withholding should use
Form W-8BEN. In general, a person is not a beneficial owner of income if the
person is receiving the income as nominee, agent or custodian, or to the extent
the person is a conduit whose participation in the transaction is disregarded.
Certain other foreign persons, such as a withholding foreign partnership,
withholding foreign trust or an intermediary, should also not use Form W-8BEN,
but should use an alternate form of a Form W-8. Consult your tax advisor for
more information. Failure to provide Form W-8BEN may result in withholding at a
30% rate (foreign person withholding) or federal backup withholding (currently
28%).
SEE THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 BELOW FOR ADDITIONAL INSTRUCTIONS.
(DO NOT WRITE IN THE SPACE BELOW)
<Table>
ACCOUNT NUMBER: TRANSACTION CODE NUMBER:
CERTIFICATE EXISTING EXISTING
SURRENDERED UNITS TENDERED UNITS ACCEPTED
Delivery Prepared By: Checked By: Dated:
</Table>
12
TO BE COMPLETED BY ALL TENDERING HOLDERS (SEE INSTRUCTION 6)
<Table>
- -------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: PHIBRO ANIMAL HEALTH CORPORATION AND PHILIPP BROTHERS NETHERLANDS III B.V.
- -------------------------------------------------------------------------------------------------------------
SUBSTITUTE NAME: [ ] Individual
FORM W-9 ADDRESS: [ ] Partnership
[ ] Corporation
[ ] Other (specify)
[ ] Exempt from backup
withholding
--------------------------------------------------------------------------
PART I. TAXPAYER SSN: -----------------------
IDENTIFICATION NUMBER (TIN) or
EIN: -----------------------
Please provide your Taxpayer
Identification Number in the space at
right and certify by signing and
dating below. If awaiting TIN, write
"Applied For."
--------------------------------------------------------------------------
PART II. CERTIFICATION
Under penalties of perjury, I certify that:
(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 backup withholding either because: (a) I am
exempt from backup withholding, or (b) I have not been notified by
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).
--------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
DEPARTMENT OF THE TREASURY withholding because of underreporting interest or dividends on your tax
INTERNAL REVENUE SERVICE return.
Signature
REQUEST FOR TAXPAYER --------------------------------------------------------------------
IDENTIFICATION NUMBER
(TIN) AND CERTIFICATION Date:-------------------------, 2005
------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN IRS PENALTIES AND
BACKUP WITHHOLDING (AT A CURRENT RATE OF 28%) WITH RESPECT TO ANY
PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER OR UNDER THE TERMS OF
THE NEW UNITS. 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 ARE AWAITING (OR WILL SOON
APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, a portion of
all payments (28% or such rate as may apply in the year of payment) made to me
thereafter will be withheld until I provide a number.
Signature: ---------------------------------------------------------------------
Name (Please
Print): -----------------------------------------------------------------------
Date: ------------------------------ , 2005
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
proper identification number to give:
<Table>
<Caption>
- --------------------------------------------------------
GIVE THE NAME AND
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- --------------------------------------------------------
1. Individual account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee(1)
savings trust
(grantor is also
trustee)
b. The so-called trust The actual owner(1)
account that is not a
legal or valid trust
under state law
5. Sole proprietorship or The owner(3)
single-owner limited
liability company
</Table>
- ------------------------------------------------------
<Table>
<Caption>
- --------------------------------------------------------
GIVE THE NAME AND
EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- --------------------------------------------------------
6. A valid trust estate, or Legal entity (do not
pension trust furnish the
identification number of
the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title)(4)
7. Corporation or limited The corporation
liability company
validly electing to be
taxed as a corporation
8. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
9. Partnership or multi- The partnership
member limited liability
company
10. A broker or registered The broker or nominee
nominee
11. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a State or local
government, school
district, or prison)
that receives
agricultural program
payments
</Table>
- ------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a Social Security Number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
employment identification number.
(4) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
- An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under Section 403(b)(7).
- The United States or any agency or instrumentality thereof.
- A state, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING:
- A corporation.
- A foreign central bank of issue.
- A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
- A futures commission merchant registered with the Commodity Futures Trading
Commission.
- A real estate investment trust.
- An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- A common trust fund operated by a bank under section 584(a).
- A financial institution.
- A middleman known in the investment community as a nominee or custodian.
- A trust exempt from tax under section 664 or described in section 4947.
PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS NOT GENERALLY SUBJECT TO BACKUP
WITHHOLDING INCLUDE THE FOLLOWING:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident alien partner.
- Payments made by certain foreign organizations.
- Payments of patronage dividends not paid in money.
- Section 404(k) distributions made by an ESOP.
PAYMENTS OF INTEREST NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING INCLUDE THE
FOLLOWING:
- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage or student loan interest paid to you.
Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO
THE PAYER.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A, and 6050N.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividends,
interest, or other payments to provide identifying number for identification
purposes and to help verify the accuracy of your return. Payers must be given
the numbers whether or not recipients are required to file tax returns. Payers
must generally withhold 28% (under current law) of taxable interest, dividends,
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
PENALTIES.
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<Table>
<Caption>
Form W-8BEN CERTIFICATE OF FOREIGN STATUS OF BENEFICIAL OWNER OMB No. 1545-1621
FOR UNITED STATES TAX WITHHOLDING
(Rev. December 2000) - SECTION REFERENCES ARE TO THE INTERNET REVENUE CODE.
- SEE SEPARATE INSTRUCTIONS.
Department of the - GIVE THIS FORM TO THE WITHHOLDING AGENT OR PAYER. DO NOT
Treasury SEND TO THE IRS.
Internal Revenue
Service
- ------------------------------------------------------------------------------------------------------------
</Table>
DO NOT USE THIS FORM FOR: INSTEAD, USE FORM:
<Table>
-- A U.S. citizen or other U.S. person, including a resident alien
individual............................................................W-9
-- A person claiming an exemption from U.S. withholding on income
effectively connected with the conduct of a trade or business in the
United States......................................................W-8ECI
-- A foreign partnership, a foreign simple trust, or a foreign grantor trust
(see instructions for exceptions)........................W-8ECI or W-8IMY
-- A foreign government, international organization, foreign central bank of
issue, foreign tax exempt organization, foreign private foundation, or
government of a U.S. possession that received effectively connected
income or that is claiming the applicability of sections(s) 115(2),
501(c), 892, 895, or 1443(b) (see instructions)..........W-8ECI or W-8EXP
NOTE: These entities should use Form W-8BEN if they are claiming treaty
benefits or are providing the form only to claim they are a foreign
person exempt from backup withholding.
-- A person acting as an intermediary.................................W-8IMY
</Table>
NOTE: See instructions for additional exceptions.
- --------------------------------------------------------------------------------
PART I IDENTIFICATION OF BENEFICIAL OWNER (SEE INSTRUCTIONS.)
- --------------------------------------------------------------------------------
<Table>
1 Name of individual organization that is the beneficial owner 2 Country of incorporation or organization
- --------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
3 Type of beneficial owner: [ ] Individual [ ] Corporation [ ] Disregarded [ ] Partnership
entity
[ ] Complex trust [ ] Estate [ ] Government [ ] International
[ ] Grantor trust [ ] Tax-exempt [ ] Private organization
[ ] Central bank of issue organization foundation
3 [ ] Simple
trust
</Table>
<Table>
- --------------------------------------------------------------------------------------------------------------------
4 Permanent residence address (street, apt. or suite no., or rural route). DO NOT USE A P.O. BOX OR IN-CARE-OF
ADDRESS.
- --------------------------------------------------------------------------------------------------------------------
City or town, state or province. Include postal code where Country (do not abbreviate)
appropriate.
- --------------------------------------------------------------------------------------------------------------------
5 Mailing address (if different from above)
- --------------------------------------------------------------------------------------------------------------------
City or town, state or province. Include postal code where Country (do not abbreviate)
appropriate.
- --------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
6 U.S. taxpayer identification number, if required (see 7 Foreign tax identifying number, if any (optional)
instructions)
[ ] SSN or ITIN [ ] EIN
- ---------------------------------------------------------------------------------------------------------------------------
8 Reference number(s) (see instructions)
</Table>
- --------------------------------------------------------------------------------
PART II CLAIM OF TAX TREATY BENEFITS (if applicable)
- --------------------------------------------------------------------------------
<Table>
9 I CERTIFY THAT (CHECK ALL THAT APPLY):
A [ ] The beneficial owner is a resident of ______________ within
the meaning of the income tax treaty between the United
States and that country.
B [ ] If required, the U.S. taxpayer identification number is
stated on line 6 (see instructions).
C [ ] The beneficial owner is not an individual, derives the item
(or items) of income for which the treaty benefits are
claimed, and, if applicable, meets the requirements of the
treaty provision dealing with limitation on benefits (see
instructions).
D [ ] The beneficial owner is not an individual, is claiming
treaty benefits for dividends received from a foreign
corporation or interest from a U.S. trade or business of a
foreign corporation, and meets qualified resident status
(see instructions).
E [ ] The beneficial owner is related to the person obligated to
pay the income within the meaning of section 267(b) or
707(b), and will file Form 8833 if the amount subject to
withholding received during a calendar year exceeds, in the
aggregate, $500,000.
10 SPECIAL RATES AND CONDITIONS (if applicable -- see instructions):
The beneficial owner is claiming the provisions of Article
______________ of the treaty identified on line 9a above to
claim a ______________ % rate of withholding on (specify type of
income):
Explain the reasons the beneficial owner meets the terms of the
treaty article
</Table>
- --------------------------------------------------------------------------------
PART III NOTIONAL PRINCIPAL CONTRACTS
- --------------------------------------------------------------------------------
<Table>
11 [ ] I have provided or will provide a statement that identifies
those notional principal contracts from which the income is
NOT effectively connected with the conduct of a trade or
business in the United States. I agree to update this
statement as required.
</Table>
- --------------------------------------------------------------------------------
PART IV CERTIFICATION
- --------------------------------------------------------------------------------
Under penalties of perjury, I declare that I have examined the information on
this form and to the best of my knowledge and belief it is true, correct, and
complete. I further certify under penalties of perjury that:
-- am the beneficial owner (or am authorized to sign for the beneficial owner)
of all the income to which this form relates,
-- The beneficial owner is not a U.S. Person,
-- The income to which this form relates is not effectively connected with the
conduct of a trade or business in the United States or is effectively
connected but is not subject to tax under an income tax treaty, AND
-- For broker transactions or barter exchanges, the beneficial owner is an
exempt foreign person as defined in the instructions.
Furthermore, I authorize this form to be provided to any withholding agent that
has control, receipt, or custody of the income of which I am the beneficial
owner or any withholding agent that can disburse or make payments of the income
of which I am the beneficial owner.
<Table>
SIGN HERE - -----------------------------------------------------------
Signature of beneficial owner (or individual authorized to sign for beneficial owner)
SIGN HERE - ---------------- ------------------
Date (MM-DD-YYYY) Capacity in which acting
</Table>
- --------------------------------------------------------------------------------
FOR PAPERWORK REDUCTION ACT NOTICE, SEE SEPARATE INSTRUCTIONS. Cat. No.
25047Z Form W-8BEN (Rev. 12-2000)