1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
9 3/4% SENIOR SUBORDINATED NOTES DUE 2008
FLOATING INTEREST RATE SUBORDINATED TERM SECURITIES DUE 2008
AND
12 1/2% SENIOR EXCHANGEABLE PREFERRED STOCK
OF
MCMS, INC.
PURSUANT TO THE PROSPECTUS DATED , 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON , 1998
UNLESS EXTENDED (THE "EXPIRATION DATE").
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal should be
completed, signed, and submitted to the Exchange Agent:
By Hand after 4:30 p.m. By Hand before 4:30 p.m.: By Registered or Certified Mail:
on the Expiration Date United States Trust Company United States Trust Company
only/Overnight Courier: of New York of New York
United States Trust Company 111 Broadway P.O. Box 843
of New York New York, New York 10006 Cooper Station
770 Broadway Avenue -- Attention: Lower Level Corporate New York, New York 10276
13th Floor Trust Window Attention: Corporate Trust
New York, New York 10003 Operations
Attention: Corporate Trust
Services
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL
INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT 1-800-548-6565,
OR BY FACSIMILE AT (212) 780-0592.
The undersigned hereby acknowledges receipt of the Prospectus dated
, 1998 (the "Prospectus") of MCMS, Inc., an Idaho corporation
(the "Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"),
that together constitute the Issuer's offer (the "Exchange Offer") to exchange
(i) $1,000 in principal amount of its Series B 9 3/4% Senior Subordinated Notes
due 2008 (the "Fixed Rate Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (together with the rules and regulations
promulgated thereunder, the "Securities Act"), pursuant to a Registration
Statement, for each $1,000 in principal amount of its outstanding 9 3/4% Senior
Subordinated Notes due 2008 (the "Fixed Rate Notes"), of which $145,000,000
aggregate principal amount is outstanding; (ii) $1,000 in principal amount of
its Series B Floating Interest Rate Subordinated Term Securities due 2008 (the
"Floating Rate Exchange Notes" and, together with the Fixed Rate Exchange Notes,
the "Exchange Notes"), which have been registered under the Securities Act,
pursuant to a Registration Statement, for each $1,000 in principal amount of its
outstanding Floating Interest Rate Subordinated Term Securities due 2008 (the
"Floating Rate Notes"), of which $30,000,000 aggregate principal amount is
outstanding; and (iii) shares of its Series B 12 1/2% Senior Exchangeable
Preferred Stock (the "Exchange
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Preferred Stock" and, together with the Exchange Notes, the "Exchange
Securities"), which have been registered under the Securities Act, pursuant to a
Registration Statement, for each share of its outstanding 12 1/2% Senior
Exchangeable Preferred Stock (the "Preferred Stock"), of which 250,000 shares
are issued and outstanding in the aggregate. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Prospectus.
The Letter of Transmittal is to be used by holders of Securities if (i)
certificates representing the Securities are to be physically delivered to the
Exchange Agent herewith by such holders; (ii) tender of Securities is to be made
by book-entry transfer to the Exchange Agent's account at the Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth under the caption "The Exchange Offer -- Procedures for Tendering" in the
Prospectus; or (iii) tender of Securities is to be made according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus; and, in each case,
instructions are not being transmitted through the DTC Automated Tender Offer
Program ("ATOP").
Holders of Securities that are tendering by book-entry transfer to the
Exchange Agent's account at the Book-Entry Transfer Facility can execute the
tender through ATOP for which the transaction will be eligible. The Book-Entry
Transfer Facility participants that are accepting the Exchange Offer must
transmit their acceptances to the Book-Entry Transfer Facility which will verify
the acceptance and execute a book-entry delivery to the Exchange Agent's account
at the Book-Entry Transfer Facility. The Book-Entry Transfer Facility will then
send an Agent's Message to the Exchange Agent for its acceptance. Delivery of
the Agent's Message by the Book-Entry Transfer Facility will satisfy the terms
of the Exchange Offer as to execution and delivery of a Letter of Transmittal by
the participant identified in the Agent's Message.
The undersigned hereby tenders the Fixed Rate Notes described in Box 1A
below (the "Tendered Fixed Rate Notes"), the Floating Rate Notes described in
Box 1B below (the "Tendered Floating Rate Notes" and, together with the Tendered
Fixed Rate Notes, the "Tendered Notes") and/or the Exchange Preferred Stock
described in Box 1C below (the "Tendered Preferred Stock" and, together with the
Tendered Notes, the "Tendered Securities") pursuant to the terms and conditions
described in the Prospectus and this Letter of Transmittal. The undersigned is
the registered owner of all the Tendered Securities and the undersigned
represents that it has received from each beneficial owner of the Tendered
Securities ("Beneficial Owners") a duly completed and executed form of
"Instruction to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner" accompanying this Letter of Transmittal,
instructing the undersigned to take the action described in this Letter of
Transmittal.
Subject to, and effective upon, the acceptance for exchange of the Tendered
Securities, the undersigned hereby exchanges, assigns, and transfers to, or upon
the order of, the Issuer, all right, title, and interest in, to, and under the
Tendered Securities.
Please issue the Exchange Securities exchanged for Tendered Securities in
the name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions" below (Box 3), please send or cause to be sent
the certificates for the Exchange Securities (and accompanying documents, as
appropriate) to the undersigned at the address shown below in Box 1A, Box 1B,
and/or Box 1C as the case may be.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the Tendered Securities, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) deliver the Tendered Securities to the Issuer or cause ownership of the
Tendered Securities to be transferred to, or upon the order of, the Issuer, on
the books of the registrar for the Securities and deliver all accompanying
evidences of transfer and authenticity to, or upon the order of, the Issuer upon
receipt by the Exchange Agent, as the undersigned's agent, of the Exchange
Securities to which the undersigned is entitled upon acceptance by the Issuer of
the Tendered Securities pursuant to the Exchange Offer, and (ii) receive all
benefits and otherwise exercise all rights of beneficial ownership of the
Tendered Securities, all in accordance with the terms of the Exchange Offer.
The undersigned understands that tenders of Securities pursuant to the
procedures described under the caption "The Exchange Offer" in the Prospectus
and in the instructions hereto will constitute a binding agreement between the
undersigned and the Issuer upon the terms and subject to the conditions of the
Exchange Offer, subject only to withdrawal of such tenders on the terms set
forth in the Prospectus under the caption "The Exchange Offer-Withdrawal of
Tenders." All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and any
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Beneficial Owner(s), and every obligation of the undersigned or any Beneficial
Owners hereunder shall be binding upon the heirs, representatives, successors,
and assigns of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the Tendered
Securities and that the Issuer will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances, and adverse
claims when the Tendered Securities are acquired by the Issuer as contemplated
herein. The undersigned and each Beneficial Owner will, upon request, execute
and deliver any additional documents reasonably requested by the Issuer or the
Exchange Agent as necessary or desirable to complete and give effect to the
transactions contemplated hereby.
The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the Exchange Securities to be acquired by the undersigned and
any Beneficial Owner(s) in connection with the Exchange Offer are being acquired
by the undersigned and any Beneficial Owner(s) in the ordinary course of
business of the undersigned and any Beneficial Owner(s), (ii) the undersigned
and each Beneficial Owner are not participating, do not intend to participate,
and have no arrangement or understanding with any person to participate, in the
distribution of the Exchange Securities, (iii) except as otherwise disclosed in
writing herewith, neither the undersigned nor any Beneficial Owner is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuer, and
(iv) the undersigned and each Beneficial Owner acknowledge and agree that any
person participating in the Exchange Offer with the intention or for the purpose
of distributing the Exchange Securities must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale of the Exchange Securities acquired by such person and cannot
rely on the position of the Staff of the Securities and Exchange Commission (the
"Commission") set forth in the no-action letters that are discussed in the
section of the Prospectus entitled "The Exchange Offer." In addition, by
accepting the Exchange Offer, the undersigned hereby (i) represents and warrants
that, if the undersigned or any Beneficial Owner of the Securities is a
Participating Broker-Dealer, such Participating Broker-Dealer acquired the
Securities for its own account as a result of market-making activities or other
trading activities and has not entered into any arrangement or understanding
with the Company or any affiliate of the Company (within the meaning of Rule 405
under the Securities Act) to distribute the Exchange Securities to be received
in the Exchange Offer, and (ii) acknowledges that, by receiving Exchange
Securities for its own account in exchange for Securities, where such Securities
were acquired as a result of market-making activities or other trading
activities, such Participating Broker-Dealer will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Securities.
[ ] CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED HEREWITH.
[ ] CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4).
[ ] CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE "Use of Book-Entry Transfer" BELOW
(Box 5).
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
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BOX 1A
DESCRIPTION OF FIXED RATE NOTES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
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NAME(S) AND ADDRESS(ES) OF REGISTERED FIXED RATE CERTIFICATE AGGREGATE
NOTE HOLDER(S), EXACTLY AS NAME(S) APPEAR(S) ON NUMBER(S) OF PRINCIPAL AMOUNT AGGREGATE
FIXED RATE NOTE CERTIFICATE(S) FIXED RATE REPRESENTED BY PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NOTES* CERTIFICATE(S) TENDERED**
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TOTAL
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* Need not be completed by persons tendering by book-entry
transfer.
** The minimum permitted tender is $1,000 in principal amount
of Fixed Rate Notes. All other tenders must be in integral
multiples of $1,000 of principal amount. Unless otherwise
indicated in this column, the principal amount of all Fixed
Rate Note Certificates identified in this Box 1A or
delivered to the Exchange Agent herewith shall be deemed
tendered. See Instruction 4.
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BOX 1B
DESCRIPTION OF FLOATING RATE NOTES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
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NAME(S) AND ADDRESS(ES) OF REGISTERED FLOATING RATE CERTIFICATE AGGREGATE
NOTE HOLDER(S), EXACTLY AS NAME(S) APPEAR(S) ON NUMBER(S) OF PRINCIPAL AMOUNT AGGREGATE
FLOATING RATE NOTE CERTIFICATE(S) FLOATING RATE REPRESENTED BY PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NOTES* CERTIFICATE(S) TENDERED**
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TOTAL
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* Need not be completed by persons tendering by book-entry
transfer.
** The minimum permitted tender is $1,000 in principal amount
of Floating Rate Notes. All other tenders must be in
integral multiples of $1,000 of principal amount. Unless
otherwise indicated in this column, the principal amount of
all Floating Rate Note Certificates identified in this Box
1B or delivered to the Exchange Agent herewith shall be
deemed tendered. See Instruction 4.
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BOX 1C
DESCRIPTION OF PREFERRED STOCK TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
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NAME(S) AND ADDRESS(ES) OF REGISTERED PREFERRED
STOCK HOLDER(S), EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE AGGREGATE SHARES
PREFERRED STOCK CERTIFICATE(S) NUMBER(S) OF REPRESENTED BY AGGREGATE SHARES
(PLEASE FILL IN, IF BLANK) PREFERRED STOCK* CERTIFICATE(S) TENDERED**
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TOTAL
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* Need not be completed by persons tendering by book-entry
transfer.
** Tendered shares will include all dividends paid in the form
of additional Preferred Stock on such shares since the Issue
Date.
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BOX 2
BENEFICIAL OWNERS(S)
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STATE OF STATE OF PRINCIPAL PRINCIPAL
PRINCIPAL PRINCIPAL RESIDENCE OF AMOUNT OF STATE OF PRINCIPAL
RESIDENCE OF AMOUNT OF EACH BENEFICIAL TENDERED RESIDENCE OF
EACH BENEFICIAL TENDERED FIXED OWNER OF FLOATING RATE EACH BENEFICIAL
OWNER OF RATE NOTES HELD TENDERED NOTES HELD FOR OWNER OF
TENDERED FIXED FOR ACCOUNT OF FLOATING RATE ACCOUNT OF TENDERED
RATE NOTES BENEFICIAL OWNER NOTES BENEFICIAL OWNER PREFERRED STOCK
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BOX 2
BENEFICIAL OWNERS(S)
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STATE OF
PRINCIPAL SHARES OF
RESIDENCE OF TENDERED
EACH BENEFICIAL PREFERRED STOCK
OWNER OF HELD FOR ACCOUNT
TENDERED FIXED OF BENEFICIAL
RATE NOTES OWNER
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BOX 3
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
TO BE COMPLETED ONLY IF EXCHANGE SECURITIES EXCHANGED FOR SECURITIES AND
UNTENDERED SECURITIES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR
TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.
Mail Exchange Securities and any untendered Securities to:
Name(s):
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(please print)
Address:
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- ------------------------------------------------------
- ------------------------------------------------------
(include Zip Code)
Tax Identification or
Social Security No.:
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BOX 4
USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
TO BE COMPLETED ONLY IF SECURITIES ARE BEING TENDERED BY MEANS OF A NOTICE OF
GUARANTEED DELIVERY.
Name(s) of Registered Holder(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
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BOX 5
USE OF BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1)
TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY
BOOK-ENTRY TRANSFER.
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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BOX 6
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
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X
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X
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(Signature of Registered Holder(s) or Authorized Signatory)
Note: The above lines must be signed by the registered holder(s) of
Securities as their name(s) appear(s) on the Securities or by persons(s)
authorized to become registered holder(s) (evidence of which authorization
must be 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. See Instruction 5.
Name(s):
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Capacity:
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Street Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Authorized Signature
X
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Name:
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(PLEASE PRINT)
Title:
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Name of Firm:
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(Must be an Eligible Institution as defined in Instruction 2)
Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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Dated:
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BOX 7
BROKER-DEALER STATUS
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[ ] Check this box if the Beneficial Owner of the Securities is a
Participating Broker-Dealer and such Participating Broker-Dealer
acquired the Securities for its own account as a result of
market-making activities or other trading activities.
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PAYOR'S NAME: MCMS, INC.
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SUBSTITUTE Name (if joint names, list first and circle the name of the person or entity whose number
FORM W-9 you enter in Part 1 below. See instructions if your name has changed.)
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Address
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City, State and ZIP Code
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List account number(s) here (optional)
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DEPARTMENT OF THE TREASURY Part 1 -- PLEASE PROVIDE YOUR TAXPAYER Social Security
INTERNAL REVENUE SERVICE IDENTIFICATION NUMBER ("TIN") IN THE BOX AT RIGHT Number of TIN
AND CERTIFY BY SIGNING AND DATING BELOW
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Part 2 -- Check the box if you are NOT subject to backup withholding under the provisions of
section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified
that you are subject to backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified you that you are no longer
subject to backup withholding. [ ]
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CERTIFICATION -- UNDER PENALTIES OF PERJURY, I Part 3 --
CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM Awaiting TIN [ ]
IS TRUE, CORRECT, AND COMPLETE.
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Signature ------------------------------------------ Date-------------------------------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Securities. A properly
completed and duly executed copy of this Letter of Transmittal, including
Substitute Form W-9, and any other documents required by this Letter of
Transmittal must be received by the Exchange Agent at its address set forth
herein, and either certificates for Tendered Securities must be received by the
Exchange Agent at its address set forth herein or such Tendered Securities must
be transferred pursuant to the procedures for book-entry transfer described in
the Prospectus under the caption "The Exchange Offer -- Procedure for Tendering"
(and a confirmation of such transfer received by the Exchange Agent), in each
case prior to 5:00 p.m., New York City time, on the Expiration Date. The method
of delivery of certificates for Tendered Securities, this Letter of Transmittal
and all other required documents to the Exchange Agent is at the election and
risk of the tendering holder and the delivery will be deemed made only when
actually received by the Exchange Agent. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. 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 Securities should be sent to the
Issuer. Neither the Issuer nor the registrar is under any obligation to notify
any tendering holder of the Issuer's acceptance of Tendered Securities prior to
the closing of the Exchange Offer.
2. Guaranteed Delivery Procedures. Holders who wish to tender their
Securities but whose Securities are not immediately available, and who cannot
deliver their Securities, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent prior to the Expiration Date must tender
their Securities according to the guaranteed delivery procedures set forth
below, including completion of Box 4. Pursuant to such procedures: (i) such
tender must be made by or through a firm which is a member of a recognized
Medallion Program approved by the Securities Transfer Association Inc. (an
"Eligible Institution") and the Notice of Guaranteed Delivery must be signed by
the holder; (ii) prior to the Expiration Date, the Exchange Agent must have
received from the holder and the Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by mail or hand delivery) setting
forth the name and address of the holder, the certificate number(s) of the
Tendered Securities and the principal amount of Tendered Notes and/or the number
of shares of Tendered Preferred Stock, 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 together with the
certificate(s) representing the Securities and any other required documents will
be deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed Letter of Transmittal, as well as all other
documents required by this Letter of Transmittal and the certificate(s)
representing all Tendered Securities in proper form for transfer, must be
received by the Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date. Any holder who wishes to tender Securities pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the Notice of Guaranteed Delivery relating to such
Securities prior to 5:00 p.m., New York City time, on the Expiration Date.
Failure to complete the guaranteed delivery procedures outlined above will not,
of itself, affect the validity or effect a revocation of any Letter of
Transmittal form properly completed and executed by an Eligible Holder who
attempted to use the guaranteed delivery process.
3. Beneficial Owner Instructions to Registered Holders. Only a holder in
whose name Tendered Securities are registered on the books of the registrar (or
the legal representative or attorney-in-fact of such registered holder) may
execute and deliver this Letter of Transmittal. Any Beneficial Owner of Tendered
Securities who is not the registered holder must arrange promptly with the
registered holder to execute and deliver this Letter of Transmittal on his or
her behalf through the execution and delivery to the registered holder of the
Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner form accompanying this Letter of Transmittal.
4. Partial Tenders. Tenders of Notes will be accepted only in integral
multiples of $1,000 in principal amount. If less than the entire principal
amount of Notes held by the holder is tendered, the tendering holder should fill
in the principal amount tendered in the columns labeled "Aggregate Principal
Amount Tendered" of the box entitled "Description of Fixed Rate Notes Tendered"
(Box 1A) above and/or the box entitled "Description of Floating Rate Notes
Tendered" (Box 1B) above, as the case may be. The entire principal amount of
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Notes held
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by the holder is not tendered, then Notes for the principal amount of Notes not
tendered and Exchange Notes issued in exchange for any 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 on this Letter of
Transmittal, as soon as practicable following the Expiration Date.
5. Signatures on the Letter of Transmittal; Securities Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed
by the registered holder(s) of the Tendered Securities, the signature must
correspond with the name(s) as written on the face of the Tendered Securities
without alteration, enlargement or any change whatsoever.
If any of the Tendered Securities are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Securities are held in different names, it will be necessary to complete, sign
and submit as many separate copies of the Letter of Transmittal as there are
different names in which Tendered Securities are held.
If this Letter of Transmittal is signed by the registered holder(s) of
Tendered Securities, and Exchange Securities issued in exchange therefor are to
be issued (and any untendered principal amount of Securities is to be reissued)
in the name of the registered holder(s), then such registered holder(s) need not
and should not endorse any Tendered Securities, nor provide a separate
securities power. In any other case, such registered holder(s) must either
properly endorse the Tendered Securities or transmit a properly completed
separate securities power with this Letter of Transmittal, with the signature(s)
on the endorsement or securities power guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Securities, such Tendered Securities must
be endorsed or accompanied by appropriate securities powers, in each case,
signed as the name(s) of the registered holder(s) appear(s) on the Tendered
Securities, with the signature(s) on the endorsement or securities power
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Tendered Securities or securities
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and,
unless waived by the Issuer, evidence satisfactory to the Issuer of their
authority to so act must be submitted with this Letter of Transmittal.
Endorsements on Tendered Securities or signatures on securities powers
required by this Instruction 5 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Tendered Securities are tendered (i) by a registered
holder who has not completed the box set forth herein entitled "Special Delivery
Instructions" (Box 3) or (ii) by an Eligible Institution.
6. Special Delivery Instructions. Tendering holders should indicate, in
the applicable box (Box 3), the name and address to which the Exchange
Securities, the substitute Notes for principal amounts not tendered or not
accepted for exchange and/or the substitute Preferred Stock for shares 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. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated.
7. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Tendered Securities pursuant to the Exchange
Offer. If, however, a transfer tax is imposed for any reason other than the
transfer and exchange of Tendered Securities pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
holder or on any other person) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Securities listed in this
Letter of Transmittal.
8. Tax Identification Number. Federal income tax law requires that the
holder(s) of any Tendered Securities which are accepted for exchange must
provide the Issuer (as payor) with its correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Issuer is not provided with the correct TIN, the
Holder may be subject to backup withholding and a $50 penalty imposed by the
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Internal Revenue Service. (If withholding results in an over-payment of taxes, a
refund may be obtained.) Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
To prevent backup withholding, each holder of Tendered Securities must
provide such holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such holder
is awaiting a TIN), and that (i) the holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified the holder that such holder is no longer subject to
backup withholding. If the Tendered Securities are registered in more than one
name or are not in the name of the actual owner, consult the "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report.
The Issuer reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Issuer's obligation regarding backup
withholding.
9. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of Tendered
Securities will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the right to reject
any and all Securities not validly tendered or any Securities the Issuer's
acceptance of which would, in the opinion of the Issuer or their counsel, be
unlawful. The Issuer also reserves the right to waive any conditions of the
Exchange Offer or defects or irregularities in tenders of Securities as to any
ineligibility of any holder who seeks to tender Securities in the Exchange
Offer. The interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) by the Issuer
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Securities must be cured within
such time as the Issuer shall determine. Neither the Issuer, the Exchange Agent
nor any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Securities, nor shall any of them
incur any liability for failure to give such notification. Tenders of Securities
will not be deemed to have been made until such defects or irregularities have
been cured or waived. Any Securities received by the Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned by the Exchange Agent to the tendering holders,
unless otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
10. Waiver of Conditions. The Company reserves the absolute right to
amend, waive or modify any of the conditions in the Exchange Offer in the case
of any Tendered Securities.
11. No Conditional Tender. No alternative, conditional, irregular, or
contingent tender of Securities or transmittal of this Letter of Transmittal
will be accepted.
12. Mutilated, Lost, Stolen or Destroyed Notes. Any tendering Holder whose
Securities have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated herein for further instructions.
13. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
indicated herein. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.
14. Acceptance of Tendered Notes and Issuance of Securities; Return of
Securities. Subject to the terms and conditions of the Exchange Offer, the
Issuer will accept for exchange all validly tendered Securities as soon as
practicable after the Expiration Date and will issue Exchange Securities
therefor as soon as practicable thereafter. For purposes of the Exchange Offer,
the Issuer shall be deemed to have accepted tendered Securities when, as and if
the Issuer has given written or oral notice (immediately followed in writing)
thereof to the Exchange Agent. If any Tendered Securities are not exchanged
pursuant to the Exchange Offer for any reason, such unexchanged Securities will
be returned, without expense, to the undersigned at the address shown in Box 1A,
Box 1B and/or Box 1C or at a different address as may be indicated herein under
"Special Delivery Instructions" (Box 3).
15. Withdrawal. Tenders may be withdrawn only pursuant to the procedures
set forth in the Prospectus under the caption "The Exchange Offer."
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