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Exhibit 99.1
LETTER OF TRANSMITTAL
FOR TENDERS OF
$300,000,000 AGGREGATE PRINCIPAL AMOUNT OF
7 1/2% SENIOR NOTES DUE 2008
OF
COLTEC INDUSTRIES INC
PURSUANT TO THE PROSPECTUS DATED , 1998
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
TIME, ON , 1998, UNLESS EXTENDED. TENDERED
SECURITIES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR
TO THE EXPIRATION DATE OF THE EXCHANGE OFFER.
To: Bankers Trust Company, The Exchange Agent
By Overnight Courier or Hand By Registered or Certified Mail:
Delivery:
Bankers Trust Company
Bankers Trust Company Corporate Trust & Agency Group
Corporate Trust & Agency Group Receipt & Delivery Window
P.O. Box 1458 123 Washington Street, 1st Floor
Church Street Station New York, NY 10006
New York, NY 10008-1458
By Facsimile:
(212) 250-6275/3290
(For Eligible Institutions Only)
Confirm by Telephone:
(212) 250-6270
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH 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.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus dated , 1998 (the "Prospectus"), of Coltec Industries Inc (the
"Issuer") a Pennsylvania corporation, and this Letter of Transmittal (the
"Letter"), which together constitute the Issuer's offer (the "Exchange Offer")
to exchange up to $300,000,000 aggregate principal amount of the Issuer's 7 1/2%
Series B Senior Notes Due 2008 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of the Issuer's issued and outstanding 7 1/2% Senior
Notes Due 2008 (the "Outstanding Notes"). The terms of the Exchange Notes are
identical in all material respects to the Outstanding Notes except for certain
transfer restrictions and registration rights relating to the Outstanding Notes
and except that, if the Exchange Offer is not consummated by October 13, 1998,
the interest rate borne by the Outstanding Notes will increase by amounts
specified in the Prospectus until the Exchange Offer is consummated. The
Exchange Notes will evidence the same indebtedness as
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the Outstanding Notes and will be issued under and entitled to the same benefits
as the Outstanding Notes under the Indenture under which the Outstanding Notes
were, and the Exchange Notes will be, issued (the "Indenture"). In addition, the
Exchange Notes and the Outstanding Notes will be treated as one series of
securities under the Indenture.
The term "Expiration Date" shall mean 5:00 p.m., New York City time,
on , 1998, unless the Issuer, in its sole discretion, extends the
Exchange Offer. The Issuer reserves the right to extend the Exchange Offer at
its discretion, in which event the term "Expiration Date" shall mean the time
and date when the Exchange Offer as so extended shall expire. The Issuer shall
notify the holders of the Outstanding Notes of any extension by oral or written
notice prior to 9:00 a.m., New York City time, on the next business day after
the previously scheduled Expiration Date.
The Exchange Notes will bear interest from the last interest payment date
on which interest was paid on the Outstanding Note surrendered in exchange
thereof or, if no such interest payment has occurred, from the date interest
begins to accrue on such Outstanding Note.
The Exchange Offer is not conditioned upon any minimum principal amount of
Outstanding Notes being tendered for exchange. However, the Exchange Offer is
subject to certain conditions. Please see the Prospectus under the section
entitled "The Exchange Offer--Certain Conditions to the Exchange Offer".
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Outstanding Notes in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
This Letter is to be completed by a holder of Outstanding Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Outstanding Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in the
section of the Prospectus entitled "The Exchange Offer--Procedures for Tendering
Outstanding Notes". Holders of Outstanding Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Outstanding Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and deliver all other documents required by this Letter to the
Exchange Agent on or prior to the Expiration Date, may tender their Outstanding
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the section entitled "The Exchange Offer--Guaranteed Delivery
Procedures".
Holders who wish to tender their Outstanding Notes must complete this
Letter of Transmittal in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX BELOW
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List below the Outstanding Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Outstanding Notes should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OUTSTANDING NOTES
(SEE INSTRUCTIONS 2, 3, AND 8)
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NAME(S) AND ADDRESS(ES)
OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
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1 2 3
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PRINCIPAL AMOUNT OF OUTSTANDING
NOTES TENDERED(2) (MUST BE IN
TITLE OF SECURITIES AND AGGREGATE PRINCIPAL DENOMINATIONS OF $1,000 OR
CERTIFICATE NUMBER(S)(1) AMOUNT OF OUTSTANDING NOTES INTEGRAL MULTIPLES THEREOF)
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TOTAL
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(1) Certificate numbers not required if Outstanding Notes are being
tendered by book-entry transfer.
(2) Unless otherwise indicated, a holder will be deemed to have tendered
ALL of the Outstanding Notes represented in column 2.
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES 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):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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If delivered by book-entry transfer, complete the following:
Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
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Address:
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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 Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Outstanding 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 Exchange
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.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the aggregate principal amount of
Outstanding Notes indicated above. The undersigned has completed, executed and
delivered this Letter to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
Subject to, and effective upon, the acceptance for exchange of the
Outstanding Notes tendered hereby, the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Issuer all right, title and interest in
and to such Outstanding Notes as are being 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 Issuer) with respect to the tendered Outstanding Notes with full
power of substitution to (i) deliver certificates for such Outstanding Notes to
the Issuer and deliver all accompanying evidences of transfer and authenticity
to, or upon the order of, the Issuer, (ii) present such Outstanding Notes for
transfer on the books of the Issuer and (iii) receive for the account of the
Issuer all benefits and otherwise exercise all rights of the beneficial
ownership of such Outstanding Notes, all in accordance with the terms of the
Exchange Offer. The power of attorney granted in this paragraph shall be deemed
to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that the Issuer 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 accepted by
the Issuer. The undersigned hereby further represents that (i) any Exchange
Notes acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, (ii) neither the
holder nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such Exchange Notes and (iii)
neither the holder nor any such other person is an "affiliate", as described in
Rule 405 under the Securities Act of 1933 (the "Securities Act"), of the Issuer.
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 the
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Outstanding Notes, it represents that
the Outstanding Notes to be exchanged for Exchange Notes were acquired by it as
a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes pursuant to
the Exchange Offer; 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 and the Issuer to be necessary or
desirable to complete the assignment, transfer and sale of the Outstanding Notes
tendered hereby. All authority conferred or agreed to be conferred in this
Letter and every obligation of the undersigned hereunder shall be binding upon
the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of, the undersigned.
This tender may be withdrawn only in accordance with the procedures set forth in
the instructions contained in this Letter.
For the purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted validly tendered Outstanding Notes when, as and if the Issuer has given
oral and written notice thereof to the Exchange Agent.
If any tendered Outstanding Notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted
Outstanding Notes will be returned (or, in the case of Outstanding Notes
tendered by book-entry number through the Book-Entry Transfer Facility, will be
promptly credited to an account maintained at the Book-Entry Transfer Facility),
without expense, to the undersigned at the address shown below or
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at a different address as may be indicated herein under the "Special Delivery
Instructions" as promptly as practicable after the Expiration Date.
The undersigned understands that tenders of Outstanding Notes pursuant to
the procedures described under the section entitled "The Exchange
Offer--Procedures for Tendering Outstanding Notes" 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.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding Notes
not exchanged) in the name(s) of the undersigned or, in the case of a book-entry
delivery of Outstanding Notes, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" below, please
send the Exchange Notes (and, if applicable, substitute certificates
representing Outstanding Notes for any Outstanding Notes not exchanged) to the
undersigned at the address shown above in the box entitled "Description of
Outstanding Notes". In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Outstanding Notes
accepted for exchange in the name(s) of, and return any certificates for
Outstanding Notes not tendered or not exchanged to, the person(s) so indicated.
The undersigned understands that the Issuer shall have no obligation pursuant to
the "Special Issuance Instructions" and "Special Delivery Instructions" to
transfer any Outstanding Notes from the name of the registered holder(s) thereof
if the Issuer do not accept for exchange any of the Outstanding Notes so
tendered.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
I hereby TENDER the Outstanding Notes described above in the box entitled
"Description of Outstanding Notes" pursuant to the terms of the Exchange Offer.
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X
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X
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SIGNATURE(S) OF OWNER(S) DATE
If a holder is tendering any Outstanding Notes, this Letter must be signed
by the registered holder(s) as the name(s) appear(s) on the certificate(s) for
the Outstanding Notes or on a security position listing or by any person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 4.
Name(s):
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(Please Type or Print)
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Capacity:
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Address:
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(Include Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 4)
Signature(s) Guaranteed by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Area Code and Telephone Number)
Dated:
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Outstanding Notes not exchanged and/or
Exchange Notes are to be issued in the name of and sent to someone other than
the person or persons whose signature(s) appear(s) on this Letter above, or if
Outstanding Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the account indicated above. Issue: Exchange Notes
and/or Outstanding Notes to:
Name
(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address
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(ZIP CODE)
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EMPLOYER IDENTIFICATION
OR SOCIAL SECURITY NUMBER
(COMPLETE SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Outstanding Notes delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below.
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(BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER,
IF APPLICABLE)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Outstanding Notes not exchanged and/or
Exchange Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter above or to such person or persons at an
address other than shown in the box entitled "Description of Outstanding Notes"
on this Letter above.
Mail: Exchange Notes and/or Outstanding Notes
to:
Name
(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address
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(ZIP CODE)
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
This Letter must be used to forward, and must accompany, all certificates
for Outstanding Notes tendered pursuant to the Exchange Offer.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES.
This Letter is to be completed by holders either if certificates are to be
forwarded herewith or if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering Outstanding Notes". Certificates
for all physically tendered Outstanding Notes, or Book-Entry Confirmation, as
the case may be, as well as a properly completed and duly executed Letter (or
manually signed facsimile hereof) and any other documents required by this
Letter, must be received by the Exchange Agent at the address set forth herein
on or prior to the Expiration Date, or the tendering holder must comply with the
guaranteed delivery procedures set forth below. Outstanding Notes tendered
hereby must be in denominations of $1,000 and integral multiples thereof.
The method of delivery of this Letter, the Outstanding Notes 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 Outstanding Notes are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date. No Letter or Outstanding Notes should be sent to the Issuer.
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available, (ii) who cannot deliver their
Outstanding Notes, this Letter or any other documents required hereby to the
Exchange Agent prior to the Expiration Date or (iii) who cannot comply with the
procedures for book-entry tender on a timely basis, may tender their Outstanding
Notes according to the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures: (i) such tender must be made through an
Eligible Institution (as defined below); (ii) prior to the Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by mail, hand
delivery or facsimile transmission (immediately followed by mail or hand
delivery)) setting forth the name and address of the holder, the certificate
number(s) of such Outstanding Notes (except in the case of book-entry tenders)
and the principal amount of Outstanding Notes tendered, stating that the tender
is being made thereby and guaranteeing that, within three business days after
the Expiration Date, this Letter (or a facsimile hereof) together with the
certificate(s) representing the Outstanding Notes (except in the case of
book-entry tenders) and any other required documents will be deposited by the
Eligible Institution with the Exchange Agent; and (iii) such properly completed
and executed Letter (or facsimile hereof), as well as all other documents
required by this Letter and the certificate(s) representing all tendered
Outstanding Notes in proper form for transfer or a Book-Entry Confirmation with
respect to such Outstanding Notes, must be received by the Exchange Agent within
three business days after the Expiration Date, all as provided in the Prospectus
under the section entitled "The Exchange Offer--Guaranteed Delivery Procedures".
Any holder who wishes to tender his Outstanding Notes pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent receives
the Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the
Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to holders who wish to tender their Outstanding Notes
according to the guaranteed delivery procedures set forth above. As used in this
Letter, "Eligible Institution" shall mean a firm which is a member of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States or which is otherwise an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended.
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All questions as to the validity, eligibility (including time of receipt),
acceptance and withdrawal of tendered Outstanding Notes will be determined by
the Issuer in its sole discretion, which determination will be final and
binding. The Issuer reserves the absolute right to reject any and all
Outstanding Notes not properly tendered or any Outstanding Notes the Issuer's
acceptance of which would, in the opinion of counsel for the Issuer, be
unlawful. The Issuer also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Outstanding Notes. The
Issuer's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as 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 Outstanding Notes, nor shall any of them incur any liability for
failure to give such notification. Tenders of Outstanding Notes will not be
deemed to have been made until such defects or irregularities have been cured or
waived. Any Outstanding 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, as soon as practicable following the
Expiration Date.
See "The Exchange Offer" in the Prospectus.
2. TENDER BY HOLDER.
Only a holder of Outstanding Notes may tender such Outstanding Notes in the
Exchange Offer. Any beneficial owner whose Outstanding Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
and who wishes to tender should contact the registered holder promptly and
instruct such registered holder to tender on behalf of such beneficial owner. If
such beneficial owner wishes to tender on such owner's own behalf, such owner
must, prior to completing and executing this Letter and delivering such owner's
Outstanding Notes, either make appropriate arrangements to register ownership of
the Outstanding Notes in such owner's name or obtain a properly completed bond
power from the registered holder. The transfer of registered ownership may take
considerable time.
3. PARTIAL TENDERS AND WITHDRAWALS.
Tenders of Outstanding Notes will be accepted only in denominations of
$1,000 or integral multiples thereof. If less than all of the Outstanding Notes
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Outstanding Notes to be tendered in the box above entitled
"Description of Outstanding Notes--Principal Amount of Outstanding Notes
Tendered". A reissued certificate representing the balance of nontendered
Outstanding Notes will be sent to such tendering holder (except in the case of
book-entry tenders), unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. ALL OF THE OUTSTANDING NOTES
DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS
OTHERWISE INDICATED.
Any holder who has tendered Outstanding Notes may withdraw the tender by
delivering written notice of withdrawal to the Issuer prior to 5:00 p.m., New
York City time, on the Expiration Date. For a withdrawal to be effective, a
written notice of withdrawal must be received by the Exchange Agent at its
address set forth on the first page of this Letter. Any such notice of
withdrawal must (i) specify the name of the person having deposited the
Outstanding Notes to be withdrawn (the "Depositor"); (ii) include a statement
that the Depositor is withdrawing its election to have Outstanding Notes
exchanged and identify the Outstanding Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Outstanding Notes
(except in the case of book-entry tenders)); (iii) be signed by the holder in
the same manner as the original signature on this Letter by which such
Outstanding Notes were tendered (including any required signature guarantees) or
be accompanied by documents of transfer sufficient to have the Trustee (as
defined in the Prospectus) register the transfer of such Outstanding Notes into
the name of the person withdrawing the tender; and (iv) where certificates for
Outstanding Notes have been transmitted, specify the name in which such
Outstanding Notes are to be registered, if different from that of the Depositor.
If Outstanding Notes have been delivered or otherwise identified to the Exchange
Agent, the name of the registered holder and the certificate numbers of the
particular Outstanding Notes withdrawn must also be furnished to the Exchange
Agent as aforesaid prior to the physical release of the withdrawn Outstanding
Notes. If the Outstanding Notes have been tendered pursuant to the procedures
for book-entry tender set forth in the Prospectus, a notice of withdrawal must
specify, in lieu of certificate numbers, the name and account number at the
Book-Entry
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Transfer Facility to be credited with the withdrawn Outstanding Notes.
Outstanding Notes properly withdrawn will thereafter be deemed not validly
tendered for purposes of the Exchange Offer; provided, however, that withdrawn
Outstanding Notes may be retendered by again following one of the procedures
herein at any time prior to 5:00 p.m., New York City time, on the Expiration
Date. All questions as to the validity, form and eligibility (including time of
receipt) of notice of withdrawal will be determined by the Issuer, whose
determinations will be final and binding on all parties. Neither the Issuer, the
Exchange Agent nor any other person will be under any duty to give notification
of any defects or irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. See "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus.
4. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURE.
If this Letter is signed by the registered holder of the Outstanding Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates (if applicable) without any change whatsoever.
If any tendered Outstanding Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the
Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be reissued,
to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder(s) appear(s) on the
certificate(s).
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuer,
proper evidence satisfactory to the Issuer of their authority to so act must be
submitted.
Endorsements on certificates for Outstanding Notes or signatures on bond
powers required by this Instruction 4 must be guaranteed by an Eligible
Institution.
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Outstanding Notes are tendered: (i) by a registered
holder of such Outstanding Notes (which term, for purposes of the Exchange
Offer, includes any participant in the Book-Entry Transfer Facility system whose
name appears on a security position listing as the holder of such Outstanding
Notes) who has not completed the box entitled "Special Issuance Instructions" on
this Letter, or (ii) for the account of an Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Outstanding Notes should indicate in the applicable
box the name and address in or to which Exchange Notes issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Outstanding Notes not
exchanged are to be issued or sent, if different from the name or address of the
person signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named must also
be indicated. Holders tendering Outstanding Notes by book-entry transfer may
request that Outstanding Notes not exchanged be credited to such amount
maintained at the Book-Entry Transfer Facility as such holder may designate
hereon. If no such instructions are given, such Outstanding Notes not exchanged
will be returned to the name or address of the person signing this Letter.
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6. TRANSFER TAXES.
The Issuer will pay all transfer taxes, if any, applicable to the transfer
of Outstanding Notes to them or their order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Outstanding Notes not exchanged are to
be delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the Outstanding Notes tendered hereby, or if
tendered Outstanding Notes are registered in the name of any person other than
the person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Outstanding Notes to the Issuer or its order pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted herewith, the amount of such transfer taxes will be billed
directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter.
7. WAIVER OF CONDITIONS.
Subject to the terms and conditions set forth in the Prospectus, the Issuer
reserves the absolute right to waive satisfaction of any or all conditions
enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Outstanding Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Outstanding Notes for exchange.
Neither the Issuer nor any other person is obligated to give notice of
defects or irregularities in any tender, nor shall any of them incur any
liability for failure to give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.
Any holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
QUESTIONS RELATING TO THE PROCEDURE FOR TENDERING, AS WELL AS REQUESTS FOR
ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER, MAY BE DIRECTED TO THE
EXCHANGE AGENT, AT THE ADDRESS INDICATED ON THE FIRST PAGE OF THIS LETTER OR BY
TELEPHONE AT (212) 250-2500.
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IMPORTANT TAX INFORMATION
Under federal income tax laws, a registered holder of Outstanding Notes or
Exchange Notes is required to provide the Trustee (as payor) with such holder's
correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below or
otherwise establish a basis for exemption from backup withholding. If such
holder is an individual, the TIN is his social security number. If the Trustee
is not provided with the correct TIN or an adequate basis for an exemption, a
$50 penalty may be imposed by the Internal Revenue Service, and payments made to
such holder with respect to Outstanding Notes or Exchange Notes may be subject
to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Trustee a properly completed Internal Revenue Service Form W-8, signed under
penalties of perjury, attesting to that holder's exempt status. A Form W-8 can
be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 31% of
any payments made to the holder or other payee. 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 Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Outstanding
Notes or Exchange Notes the holder is required to provide the Trustee with: (i)
the holder's correct TIN by completing the Substitute Form W-9 set forth below,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (A) such holder is exempt from backup withholding, (B) the holder
has not been notified by the Internal Revenue Service that the holder is subject
to backup withholding as a result of failure to report all interest or dividends
or (C) the Internal Revenue Service has notified the holder that the holder is
no longer subject to backup withholding; and (ii) if applicable, an adequate
basis for exemption. If the holder is awaiting a TIN, such holder should check
the box in Part 3 of the Substitute Form W-9. In such case, the Trustee shall
retain 31% of any payments made to such holder with respect to the Outstanding
Notes or Exchange Notes until such holder furnishes its TIN to the Trustee.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE "IMPORTANT TAX INFORMATION" ABOVE)
PAYOR'S NAME: [ ]
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU UNDER THE SENIOR NOTES OR THE EXCHANGE NOTES.
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN Social Security Number
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY OR____________________________
SIGNING AND DATING BELOW Employer Identification Number
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DEPARTMENT OF THE TREASURY PART 2--Certification--Under penalties of PART 3
perjury I certify that:
INTERNAL REVENUE SERVICE (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 Awaiting TIN [ ]
(2) I am not subject to backup withholding
because (i) I am exempt from backup
withholding, (ii) I have not been
notified by the Internal Revenue Service
("IRS") that I am subject to backup
withholding as a result of failure to
report all interest or dividends, or (iii)
the IRS has notified me that I am no
longer subject to backup withholding.
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Payer's Request for Taxpayer Certificate instructions:--You must cross out item (2) in Part 2 above if you have
Identification Number ("TIN") been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out item (2).
SIGNATURE
------------------------------------------
DATE
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NAME
------------------------------------------
(Please Print)
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
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. It is understood
that 31% of all reportable payments made to me will be withheld until I provide
a taxpayer identification number.
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Signature and Date
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
SENIOR NOTES (IF APPLICABLE) AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED
BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.