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EXHIBIT 99.1
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
10 3/4% SENIOR NOTES DUE 2008, SERIES B (CUSIP: 893320 AF8)
(REGISTERED UNDER THE SECURITIES ACT OF 1933)
FOR ANY AND ALL OUTSTANDING
10 3/4% SENIOR NOTES DUE 2008, SERIES A (CUSIP: 893320 AE1 AND U87357 AA4)
OF
TRANS-RESOURCES, INC.
PURSUANT TO THE PROSPECTUS DATED MAY 14, 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON JUNE 12, 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:
STATE STREET BANK AND TRUST COMPANY
By Mail: By Overnight or Hand Delivery:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Department
P.O. Box 778 Two International Place, 4th Floor
Boston, MA 02102-0078 Boston, MA 02110
Attn: Kellie Mullen Attn: Kellie Mullen
By Mail or Hand in New York: By Facsimile:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Attn: Kellie Mullen
61 Broadway, 15th Floor (617) 664-5290
New York, NY 10006 To Confirm Receipt: (617) 664-5587
For Information Telephone:
(617) 664-5587
Attention: Kellie Mullen
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE TO A NUMBER, 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.
The undersigned hereby acknowledges receipt of the Prospectus dated
May 14, 1998 (as it may be supplemented and amended from time to time, the
"Prospectus") of Trans-Resources, Inc., a Delaware corporation ("Company"), and
this Letter of Transmittal (the "Letter of Transmittal"), that together
constitute the Company's offer (the "Exchange Offer") to exchange $1,000 in
principal amount of its 10 3/4% Senior Notes due 2008, Series B (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a Registration Statement, for each $1,000 in
principal amount of its outstanding 10 3/4% Senior Notes due 2008, Series A (the
"Old Notes"), of which $100,000,000 aggregate principal amount is outstanding.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus.
The undersigned hereby tenders the Old Notes described in Box 1 below (the
"Tendered Notes") 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 Notes and the undersigned represents that it has
received from each beneficial owner of the Tendered Notes ("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.
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Subject to, and effective upon, the acceptance for exchange of the
Tendered Notes, the undersigned hereby exchanges, assigns and transfers to, or
upon the order of, the Company all right, title, and interest in, to and under
the Tendered Notes.
Please issue the New Notes exchanged for Tendered Notes in the name(s) of
the undersigned. Similarly, unless otherwise indicated under "SPECIAL DELIVERY
INSTRUCTIONS" below (see Box 3), please send or cause to be sent the
certificates for the New Notes (and accompanying documents, as appropriate) to
the undersigned at the address shown below in Box 1.
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 Notes, 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 Notes to the Company or cause ownership of the Tendered
Notes to be transferred to, or upon the order of, the Company, on the books of
the registrar for the Old Notes and deliver all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company upon receipt by
the Exchange Agent, as the undersigned's agent, of the New Notes to which the
undersigned is entitled upon acceptance by the Company of the Tendered Notes
pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Tendered Notes, all in
accordance with the terms of the Exchange Offer.
The undersigned understands that tenders of Old Notes 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 Company 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 Beneficial Owner(s), and
every obligation of the undersigned or any Beneficial Owner(s) 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
Notes and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances, and adverse
claims when the Tendered Notes are acquired by the Company as contemplated
herein. The undersigned and each Beneficial Owner will, upon request, execute
and deliver any additional documents reasonably requested by the Company 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 New Notes 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 New Notes, (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 1933, as amended (together with
the rules and regulations promulgated thereunder, the "Securities Act"), of the
Company, 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 New Notes or who is an affiliate must and
will comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale of the New Notes (to the extent
applicable) 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 Old Notes is a broker-dealer, such broker-dealer
acquired the Old Notes 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 to distribute
the New Notes to be received in the Exchange Offer, and (ii) acknowledges that,
by receiving New Notes for its own account in exchange for Old Notes, where such
Old Notes were acquired as a result of market-making activities or other trading
activities, such broker-dealer will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes.
Holders of Old Notes that are tendering by book-entry transfer to the
Exchange Agent's account at The Depository Trust Company ("DTC") can execute the
tender through the DTC Automated Tender Offer Program ("ATOP"), for which the
transaction will be eligible. DTC participants that are accepting the Exchange
Offer must transmit their acceptance to DTC,
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which will verify the acceptance and execute a book-entry delivery to the
Exchange Agent's DTC account. DTC will then send an Agent's Message to the
Exchange Agent for its acceptance. DTC participants may also accept the Exchange
Offer prior to the Expiration Date by submitting a Notice of Guaranteed Delivery
through ATOP.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED HEREWITH.
/ / CHECK HERE IF TENDERED OLD NOTES 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 OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE "USE OF BOOK-ENTRY TRANSFER"
BELOW (BOX 5).
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
Address:
If the undersigned is not a broker-dealer, the undersigned represents that
it its not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes 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 Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
Box 1
DESCRIPTION OF OLD NOTES
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S), CERTIFICATE AGGREGATE PRINCIPAL
EXACTLY AS NAME(S) APPEAR(S) ON NOTE NUMBER(S) OF AMOUNT REPRESENTED AGGREGATE PRINCIPAL
CERTIFICATE(S) (PLEASE FILL IN, IF BLANK) OLD NOTES* BY CERTIFICATE(S) AMOUNT TENDERED**
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 Old 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 Old Note certificates identified in this box or delivered to the
Exchange Agent herewith shall be deemed tendered. See Instruction 4.
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Box 2
BENEFICIAL OWNERS(S)
STATE OF PRINCIPAL RESIDENCE OF EACH PRINCIPAL AMOUNT OF TENDERED NOTES
BENEFICIAL OWNER OF TENDERED NOTES HELD FOR ACCOUNT OF BENEFICIAL OWNER
Box 3 SPECIAL
DELIVERY INSTRUCTIONS (SEE
INSTRUCTIONS 5, 6 AND 7)
TO BE COMPLETED ONLY IF NEW NOTES EXCHANGED FOR OLD NOTES AND UNTENDERED NOTES
ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE UNDERSIGNED AT
AN ADDRESS OTHER THAN THAT SHOWN ABOVE.
Mail New Note(s) and any untendered Old Notes to:
Name(s):
(please print)
Address:
(include Zip Code)
Tax Identification or Social Security No.:
Box 4
USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
To be completed ONLY if Old Notes are being tendered by means of a Notice of
Guaranteed Delivery.
Name(s) of Registered Holder(s):
Window Ticket No. (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution that Guaranteed Delivery:
If Delivered by Book-Entry Transfer:
Account Number with DTC:
Transaction Code Number:
Box 5
USE OF BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1)
To be completed ONLY if delivery of Tendered Notes is to be made by book-entry
transfer. Name of Tendering Institution:
Account Number:
Transaction Code Number:
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Box 6
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
To Be Completed by All Tendering Holders
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(Signature(s) of Registered Holder(s) or Authorized Signatory)
Date: 1998.
Note: The above lines must be signed by the registered holder(s) of Old Notes as
their name(s) appear(s) on the Old Notes or by persons(s) authorized to become
registered holder(s) (evidence of such authorization must be transmitted with
this Letter of Transmittal).
Name(s):
(please print)
Capacity:
Address:
(Including Zip Code)
Area Code and Telephone Number:
SIGNATURE GUARANTEE (SEE INSTRUCTION 5 BELOW)
Certain Signatures Must Be Guaranteed by a Medallion Signature Guarantor
(Name of Medallion Signature Guarantor Guaranteeing Signatures)
(Address (including zip code) and Telephone Number
(including area code) of Firm)
(Authorized Signature)
(Printed Name)
(Title)
Date: , 1998.
Box 7
BROKER-DEALER STATUS
/ / Check this box if the Beneficial Owner of the Old Notes is a
broker-dealer and such broker-dealer acquired the Old Notes for its own
account as a result of market-making activities or other trading
activities. If this box is checked, regardless of whether you are tendering
by book-entry transfer through ATOP, an executed copy of this Letter of
Transmittal must be received within three NYSE trading days after the
Expiration Date by Trans-Resources, Inc., attention Lester W. Youner,
facsimile (212) 888-3708.
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TRANS-RESOURCES, INC.
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. This Letter of
Transmittal is to be completed by registered Holders of Old Notes if
certificates representing such Old Notes are to be forwarded herewith pursuant
to the procedures set forth in the Prospectus under "The Exchange
Offer--Procedures for Tendering," unless delivery of such certificates is to be
made by book-entry transfer to the Exchange Agent's account maintained by DTC
through ATOP. For a holder to properly tender Old Notes pursuant to the Exchange
Offer, 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 (i) certificates for Tendered Notes must be
received by the Exchange Agent at its address set forth herein, or (ii) such
Tendered Notes must be transferred pursuant to the procedures for book-entry
transfer described in the Prospectus under the caption "The Exchange
Offer--Procedures 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 Notes,
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 Tendered Notes
should be sent to the Company. Neither the Company nor the Exchange Agent is
under any obligation to notify any tendering holder of the Company's acceptance
of Tendered Notes prior to the closing of the Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. If a registered Holder desires to
tender Old Notes pursuant to the Exchange Offer and (a) certificates
representing such Old Notes are not immediately available, (b) time will not
permit such Holder's Letter of Transmittal, certificates representing such Old
Notes and all other required documents to reach the Exchange Agent on or prior
to the Expiration Date, or (c) the procedures for book-entry transfer cannot be
completed on or prior to the Expiration Date, such Holder may nevertheless
tender such Old Notes with the effect that such tender will be deemed to have
been received on or prior to the Expiration Date if the procedures set forth
below and in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures" (including the completion of Box 4 above) are followed. Pursuant to
such procedures, (i) the tender must be made by or through an Eligible
Institution (as defined), (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the Company herewith,
or an Agent's Message with respect to a guaranteed delivery that is accepted by
the Company, must be received by the Exchange Agent on or prior to the
Expiration Date, and (iii) the certificates for the tendered Old Notes, in
proper form for transfer (or a Book-Entry Confirmation of the transfer of such
tendered Old Notes to the Exchange Agent's account at DTC as described in the
Prospectus), together with a Letter of Transmittal (or manually signed facsimile
thereof) properly completed and duly executed, with any required signature
guarantees and any other documents required by the Letter of Transmittal or a
properly transmitted Agent's Message, must be received by the Exchange Agent
within three New York Stock Exchange trading days after the date of execution of
the Notice of Guaranteed Delivery. Any holder who wishes to tender Old Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery relating to such
tendered Old Notes prior to 5:00 p.m., New York City time, on the Expiration
Date.
3. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only a holder in
whose name Tendered Notes 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 Notes
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 Old Notes will be accepted only in integral
multiples of $1,000 in principal amount. If less than the entire principal
amount of Old Notes held by the holder is tendered, the tendering holder should
fill in the principal amount tendered in the column labeled "Aggregate Principal
Amount Tendered" of the box entitled "Description of Old Notes Tendered" (see
Box 1) above. The entire principal amount of Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. If the
entire principal amount of all Old Notes held by the holder is not tendered,
then
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Old Notes for the principal amount of Old Notes not tendered and New Notes
issued in exchange for any Old 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; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the Tendered Notes, the signature must correspond with
the name(s) as written on the face of the Tendered Notes without alteration,
enlargement or any change whatsoever.
If any of the Tendered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Notes 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 Notes are held.
If this Letter of Transmittal is signed by the registered holder(s) of
Tendered Notes, and New Notes issued in exchange therefor are to be issued (and
any untendered principal amount of Old Notes 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 Notes, nor provide a separate bond power. In any other
case, such registered holder(s) must either properly endorse the Tendered Notes
or transmit a properly completed separate bond power with this Letter of
Transmittal with the signature(s) on the endorsement or bond power guaranteed by
a Medallion Signature Guarantor (as defined below).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Notes, such Tendered Notes must be endorsed
or accompanied by appropriate bond powers, in each case, signed as the name(s)
of the registered holder(s) appear(s) on the Tendered Notes, with the
signature(s) on the endorsement or bond power guaranteed by a Medallion
Signature Guarantor.
If this Letter of Transmittal or any Tendered Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorney-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
Signatures on this Letter of Transmittal must be guaranteed by a
recognized participant in the Securities Transfer Agents Medallion Program, the
New York Stock Exchange Medallion Signature Program or the Stock Exchange
Medallion Program (each a "Medallion Signature Guarantor"), unless the Tendered
Notes are tendered (i) by a registered holder of Tendered Notes (or by a
participant in DTC whose name appears on a security position listing as the
owner of such Tendered Notes) who has not completed Box 3 ("Special Delivery
Instructions") on this Letter of Transmittal, or (ii) for the account of a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. ("NASD") or a commercial bank
or trust company having an office or correspondent in the United States (each of
the foregoing being referred to as an "Eligible Institution"). If the Tendered
Notes are registered in the name of a person other than the signor of the Letter
of Transmittal or if Old Notes not tendered are to be returned to a person other
than the registered Holder, then the signature on this Letter of Transmittal
accompanying the Tendered Notes must be guaranteed by a Medallion Signature
Guarantor as described above. Beneficial owners whose Old Notes are registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender such Old Notes.
6. SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate in Box
3 the name and address to which the New Notes and/or substitute Old Notes for
principal amounts 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 Company will pay all transfer taxes, if any,
applicable to the exchange of Tendered Notes pursuant to the Exchange Offer. If,
however, a transfer tax is imposed for any reason other than the transfer and
exchange of Tendered Notes 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.
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Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Notes listed in this Letter of
Transmittal.
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that the
holder(s) of any Tendered Notes which are accepted for exchange must provide the
Exchange Agent (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 Exchange Agent is not provided with the correct
TIN, the Holder may be subject to backup withholding and a $50 penalty imposed
by the 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 Notes 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) if previously so notified,
the Internal Revenue Service has notified the holder that such holder is no
longer subject to backup withholding. If the Tendered Notes 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 Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company'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
Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the right to
reject any and all Old Notes not validly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of the Company or its counsel, be
unlawful. The Company also reserves the right to waive any conditions of the
Exchange Offer or defects or irregularities in tenders of Old Notes as to any
ineligibility of any holder who seeks to tender Old Notes 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 Company shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Old Notes must be cured within such time as the
Company shall determine. Neither the Company, the Exchange Agent nor any other
person shall be under any duty to give notification of defects or irregularities
with respect to tenders of Old Notes, nor shall any of them incur any liability
for failure to give such notification. Tenders of Old Notes will not be deemed
to have been made until such defects or irregularities have been cured or
waived. Any Old Notes 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 Notes.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Old Notes or transmittal of this Letter of Transmittal will
be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any tendering Holder whose
Old Notes 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 NEW NOTES; RETURN OF OLD
NOTES. Subject to the terms and conditions of the Exchange Offer, the Company
will accept for exchange all validly tendered Old Notes as soon as practicable
after the Expiration Date and will issue New Notes therefor as soon as
practicable thereafter. For purposes of the Exchange Offer, the Company shall be
deemed to have accepted Tendered Notes when, as and if the Company has given
written or oral
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notice (immediately followed in writing) thereof to the Exchange Agent. If any
Tendered Notes are not exchanged pursuant to the Exchange Offer for any reason,
such unexchanged Old Notes will be returned, without expense, to the tendering
registered holder at the address shown in Box 1 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--Withdrawal of
Tenders".
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PAYOR'S NAME: STATE STREET BANK AND TRUST COMPANY
SUBSTITUTE PART 1-- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE or
PAYOR'S REQUEST FOR TAXPAYER Employer Identification
IDENTIFICATION NUMBER Number
("TIN") AND CERTIFICATION
PART 2 -- CERTIFICATION -- Under Penalties of Perjury, I Certify that: PART 3 --
(1) the number shown on this form is my correct Taxpayer Awaiting TIN
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 I have not
been notified by the Internal Revenue
Service (the "IRS") that I am subject
to backup withholding as a result of
a failure to report all interest or
dividends, or the IRS has notified me
that I am no longer subject to
backup withholding.
CERTIFICATE INSTRUCTIONS -- You must cross
out item (2) in Part 2 above if you have
been notified by the IRS that you are
subject to backup withholding because of
under reporting interest or dividends on
your tax return. However, if after being
notified by the IRS that you were subject
to backup withholding you received another
notification from the IRS stating that you
are no longer subject to backup
withholding, do not cross out item (2).
SIGNATURE DATE , 1998
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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
,1998
Signature Date
10