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EXHIBIT 99.1
APOGENT TECHNOLOGIES INC.
LETTER OF TRANSMITTAL
OFFER FOR ALL OUTSTANDING
8% SENIOR NOTES DUE 2011 ("ORIGINAL NOTES")
CUSIP NO. _____________
IN EXCHANGE FOR
SERIES B 8% SENIOR NOTES DUE 2011 ("EXCHANGE SECURITIES")
CUSIP NO. ______________
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS DATED ___________, 2001
________________________________________________________________________________
THE REGISTERED EXCHANGE OFFER AND WITHDRAWAL PERIOD WILL
EXPIRE AT 5:00 P.M., NEW YOUR CITY TIME, ON
_____________, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE")
________________________________________________________________________________
THE EXCHANGE AGENT (THE "EXCHANGE AGENT ") FOR THE OFFER IS:
THE BANK OF NEW YORK
By Registered or Certified Mail:
THE BANK OF NEW YORK
101 Barkley Street, 7E
New York, New York 10286
Attn:
-------------------------
By Hand or Overnight Courier:
THE BANK OF NEW YORK
101 Barkley Street
Corporate Trust Services Window
Ground Level
New York, New York 10286
Attn:
-------------------------
By Facsimile Transmission:
(For Eligible Institutions Only)
[Insert fax number]
For Information or Confirmation by Telephone:
[Insert telephone number]
Delivery of this Letter of Transmittal to an address other than as set
forth above, or transmission of instructions via a fax number other than as
listed above, will not constitute a valid delivery.
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This Letter of Transmittal is being furnished by Apogent Technologies Inc.
(the "Company") in connection with its offer to exchange its 8% Senior Notes Due
2011 (the "Original Notes"), that were issued and sold in a transaction exempt
from registration under the Securities Act under that certain Indenture dated as
of April 4, 2001 (the "Indenture") between the Company and The Bank of New York,
as trustee (the "Trustee"), for a like amount of $325 million of its newly
issued Series B 8% Senior Notes Due 2011 (the "Exchange Securities") that have
been registered under the Securities Act. The Company has prepared and delivered
to holders of the Original Notes a prospectus dated _________, 2001 (the
"Prospectus"), which together with this Letter of Transmittal constitute the
Company's offer (the "Registered Exchange Offer"). Capitalized terms used herein
and not defined herein shall have the meaning ascribed to them in the
Prospectus.
For each Original Note accepted for exchange, the holder will receive an
Exchange Note having a principal amount equal to that of the surrendered
Original Note. The Exchange Note will bear interest from the most recent date to
which interest has been paid on the Original Notes, or if no interest has been
paid, from April 4, 2001. Accordingly, registered holders of Exchange Securities
on the relevant record date for the first interest payment date following
completion of the Registered Exchange Offer will receive interest accruing from
the most recent date to which interest has been paid or, if no interest has been
paid, from April 4, 2001. Original Notes accepted for exchange will cease to
accrue interest from and after the date of completion of the Registered Exchange
Offer. Holders whose Original Notes are accepted for exchange will not receive
any payment of interest on the Original Notes otherwise payable on any interest
payment date the record date for which occurs after completion of the Registered
Exchange Offer.
The Registered Exchange Offer will expire at 5:00 p.m., New York City time,
on ___________, 2001 (the "Expiration Date") unless extended, in which case the
term "Expiration Date" shall mean the last time and date to which the Registered
Exchange Offer is extended.
This Letter of Transmittal is to be completed by a holder (a) if
certificates representing Original Notes are to be physically delivered to the
Exchange Agent herewith by the holder, (b) if tender of Original Notes is to be
made by book-entry transfer to the Exchange Agent's account at The Depository
Trust Company ("DTC") through the DTC Automated Tender Offer Program ("ATOP"),
except as provided in the next paragraph, or (c) if tenders are to be made
according to the guaranteed delivery procedures set forth in the Prospectus
under "The Registered Exchange Offer--Guaranteed Delivery Procedures." Holders
of Original Notes whose certificates are not immediately available, or who are
unable to deliver their certificates (or confirmation of the book-entry transfer
of their Original Notes into the Exchange Agent's account at DTC) and all other
documents required hereby to the Exchange Agent before the Expiration Date, must
tender their Original Notes according to the guaranteed delivery procedures set
forth in "The Registered Exchange Offer -- Guaranteed Delivery Procedures" in
the Prospectus. See Instructions 1 and 4.
Holders of Original Notes who are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute their tender through ATOP. DTC
participants that are accepting the Offer must transmit their acceptance to DTC,
which will verify the acceptance and execute a book-entry delivery to the
Exchange Agent's account at DTC. DTC will then send an Agent's Message (as
defined below) to the Exchange Agent for its acceptance. Delivery of the Agent's
Message by DTC will satisfy the terms of the Registered Exchange Offer in lieu
of execution and delivery of a Letter of Transmittal by the participant(s)
identified in the Agent's Message. Accordingly, this Letter of Transmittal need
not be completed by a holder tendering through ATOP. As used herein, the term
"Agent's Message" means, with respect to any tendered Original Notes, a message
transmitted by DTC to and received by the Exchange Agent and forming part of a
book-entry confirmation, stating that DTC has received an express acknowledgment
from each tendering participant to the effect that, with respect to those
Original Notes, the participant has received and agrees to be bound by this
Letter of Transmittal and that the Company may enforce this Letter of
Transmittal against the participant.
Delivery of documents to DTC does not constitute delivery to the Exchange
Agent.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE
FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND LETTER OF TRANSMITTAL SHOULD BE DIRECTED TO THE EXCHANGE AGENT AT
(800) 524-9472 OR AT ITS ADDRESS SET FORTH ABOVE.
Holders who wish to tender their Original Notes must complete Box 1 and Box
2 and complete and sign in Box 4.
________________________________________________________________________________
BOX 1
TENDER OF ORIGINAL NOTES
________________________________________________________________________________
/ / CHECK HERE IF CERTIFICATES REPRESENTING THE TENDERED ORIGINAL NOTES ARE
ENCLOSED WITH THIS LETTER OF TRANSMITTAL .
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution: _______________________________________________
Account Number: ______________________________________________________________
Transaction Code Number: _____________________________________________________
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY SENT TO THE EXCHANGE AGENT PRIOR TO
THE DATE HEREOF AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ______________________________________________
Date of Execution of Notice of Guaranteed Delivery: __________________________
Name of Eligible Institution which Guaranteed Delivery: ______________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number: ______________________________________________________________
Transaction Code Number: _____________________________________________________
________________________________________________________________________________
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List below the Original Notes being tendered herewith. If the space
provided is inadequate, list the certificate numbers and principal amounts on a
separately executed schedule and affix the schedule to this Letter of
Transmittal. Tenders of Original Notes will be accepted only in principal
amounts equal to $1,000 or integral multiples thereof. No alternative,
conditional or contingent tenders will be accepted.
_____________________________________________________________________________________________________________________
BOX 2
DESCRIPTION OF ORIGINAL NOTES TENDERED
_____________________________________________________________________________________________________________________
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
OR NAME OF DTC PARTICIPANT AND PARTICIPANT'S DTC
ACCOUNT NUMBER IN WHICH NOTES ARE HELD
(PLEASE FILL IN BLANK EXACTLY AS NAMES(S) APPEAR ON TENDERED CERTIFICATES
CERTIFICATE(S) ) (ATTACH SIGNED ADDITIONAL LIST IF NECESSARY)
___________________________________________________________ ________________________________________________________
AGGREGATE
PRINCIPAL
CERTIFICATE AMOUNT REPRESENTED PRINCIPAL AMOUNT
NUMBER(S)* TENDERED *
__________________ ___________________ __________________
__________________ ___________________ __________________
__________________ ___________________ __________________
__________________ ___________________ __________________
TOTAL PRINCIPAL
AMOUNT**
______________________________________________________________________________________________________________________
* DOES NOT need to be completed if Original Notes are tendered by book-entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the entire face amount of all Original
Notes represented by tendered certificates. See Instruction 4.
_____________________________________________________________________________________________________________________
If not already printed above, the name(s) and address(es) of the registered
holder(s) should be printed exactly as they appear on the certificate(s)
representing the Original Notes tendered hereby or, if tendered by a participant
in DTC, exactly as such participant's name appears on a security position
listing as the owner of those Original Notes.
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BOX 3
SPECIAL ISSUANCE/DELIVERY
INSTRUCTIONS
(SEE INSTRUCTIONS 1 AND 2)
Complete the information in the blanks below this paragraph ONLY if (1)
either (a) the Exchange Securities issued in exchange for Original Notes
tendered hereby, or (b) Original Notes in a principal amount not tendered or
not accepted for exchange, are to be issued or reissued in the name of
someone other than the person(s) whose signature(s) appear(s) within this
Letter of Transmittal or sent to an address different from that shown in Box
2 entitled "Description of Original Notes Tendered" within this Letter of
Transmittal, or if (2) either (a) the Exchange Securities that are delivered
by book-entry transfer or (b) the Original Notes delivered by book-entry
transfer which are not accepted for exchange, are to be returned by credit to
an account maintained by DTC other than the account indicated in Box 1 above
entitled "Tender of Original Notes."
Issue Exchange Securities or return unexchanged Original Notes to:
Name:
--------------------------------------------------
Address:
--------------------------------------------------
-----------------------------------------------------------
(Include Zip Code)
-----------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
/ / Credit Exchange Securities or unexchanged Original Notes
delivered by book-entry transfer to the DTC account at forth below:
-----------------------------------------------------------
Complete the following only if certificates for Exchange Securities or
for unexchanged Original Notes are to be sent to someone other that the
person named above or to that person at an address other than that shown in
Box 2 entitled "Description of Original Notes Tendered."
Name:
---------------------------------------------------
Address:
---------------------------------------------------
-----------------------------------------------------------
(Include Zip Code)
-----------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(See Substitute Form W-9 herein)
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned is a holder of 8% Senior Notes Due 2011 (the "Original
Notes") issued by Apogent Technologies Inc. (the "Company") under that certain
Indenture dated as of April 4, 2001 (the "Indenture") between the Company, the
Guarantors and The Bank of New York, as trustee (the "Trustee").
The undersigned acknowledges receipt of the Prospectus dated _________,
2001 (the "Prospectus") and this Letter of Transmittal, which together
constitute the Company's offer (the "Registered Exchange Offer") to exchange an
aggregate principal amount of $325 million of its newly issued Series B 8%
Senior Notes Due 2011 (the "Exchange Securities") that have been registered
under the Securities Act of 1933, as amended (the "Securities Act") for a like
amount of its Original Notes that were issued and sold in a transaction exempt
from registration under the Securities Act. Capitalized terms used herein and
not defined herein shall have the meaning ascribed to them in the Prospectus.
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus, and in accordance with this
Letter of Transmittal, the principal amount of Original Notes indicated in Box 2
above entitled "Description of Original Notes Tendered" under the column heading
"Principal Amount Tendered" (or, if nothing is indicated therein, with respect
to the entire aggregate principal amount represented by the Original Notes
described in that table). The undersigned acknowledges and agrees that Original
Notes may not be tendered except in accordance with the procedures set forth in
the Prospectus and this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the Original
Notes tendered herewith in accordance with the terms and subject to the
conditions of the Registered Exchange Offer, the undersigned hereby exchanges,
assigns and transfers to, or upon the order of, the Company, all right, title,
and interest in and to all of the Original Notes that are being tendered hereby
and that are being accepted for exchange pursuant to the Registered Exchange
Offer. By executing this Letter of Transmittal, and subject to and effective
upon acceptance for exchange of the Original Notes tendered therewith, the
undersigned hereby irrevocably constitutes and appoints the Exchange Agent the
true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that the Exchange Agent also acts as the agent of the Company) with
respect to such Original Notes, with full powers of substitution and revocation
(such powers of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) present such Original Notes and all evidences of transfer and
authenticity to, or transfer ownership of such Original Notes on the account
books maintained by DTC to, or upon the order of, the Company, (ii) present such
Original Notes for transfer of ownership on the books of the Company, and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Original Notes, all in accordance with the terms and conditions of the
Registered Exchange Offer.
If the undersigned is not the registered holder of the Original Notes
listed in Box 2 above labeled "Description of Original Notes Tendered" under the
column heading "Principal Amount Tendered" or such registered holder's legal
representative or attorney-in-fact, then in order to validly consent, the
undersigned has obtained a properly completed irrevocable proxy that authorizes
the undersigned (or the undersigned's legal representative or attorney-in-fact)
to deliver a Letter of Transmittal in respect of such Original Notes on behalf
of the registered holder thereof, and that proxy is being delivered with this
Letter of Transmittal. The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, exchange, assign and
transfer the Original Notes tendered hereby, and that when those Original Notes
are accepted for exchange by the Company, the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances, and those Original Notes will not be subject to any adverse
claims. The undersigned will, upon request, execute and
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deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable to complete the exchange, assignment and transfer of
the Original Notes tendered hereby.
The undersigned acknowledges and agrees that a tender of Original Notes
pursuant to any of the procedures described in the Prospectus and in this Letter
of Transmittal and an acceptance of such Original Notes by the Company will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Registered Exchange Offer.
The undersigned understands that the Offer will expire at 5:00 p.m., New
York City time, on ______, 2001, unless extended by the Company in its sole
discretion or earlier terminated (the "Expiration Date").
No authority conferred or agreed to be conferred by this Letter of
Transmittal shall be affected by, and all such authority shall survive, the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, trustees
in bankruptcy, personal and legal representatives, successors and assigns of the
undersigned. This tender of Original Notes may be withdrawn at any time prior to
the Expiration Date. See "The Registered Exchange Offer--Withdrawal Rights" in
the Prospectus.
The undersigned hereby represents and warrants that (i) the undersigned is
acquiring the Exchange Securities in the ordinary course of its business; (ii)
the undersigned is not engaged in, and does not intend to engage in, a
distribution of the Exchange Securities; the undersigned has no arrangement or
understanding with any person to participate in the distribution of the Exchange
Securities; and (iii) neither the undersigned nor any other such person is an
affiliate of the Company. If the undersigned is a broker-dealer, it acknowledges
that it will deliver a copy of the Prospectus in connection with any resale of
the Exchange Securities; 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 also acknowledges that this Registered Exchange Offer is
being made in reliance upon interpretations by the staff of the SEC, as set
forth in no-action letters issued to third parties, that the Exchange Securities
issued in exchange for Original Notes pursuant to the Registered Exchange Offer
may be offered for resale, resold and otherwise transferred by holders thereof
(other than any holder that is an "affiliate" of the Company within the meaning
of Rule 405 under the Securities Act), without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such
Exchange Securities are acquired in the ordinary course of such holders'
business and the holders have no arrangement with any person to participate in
the distribution of the Exchange Securities. However, the SEC has not considered
the Registered Exchange Offer in the context of a no-action letter and there can
be no assurance that the staff of the SEC would make a similar determination
with respect to the Registered Exchange Offer as in other circumstances. If any
holder is an affiliate of the Company, or is engaged in or intends to engage in
or has any arrangement or understanding with respect to the distribution of the
Exchange Securities to be acquired pursuant to the Registered Exchange Offer,
that holder (a) cannot rely on the applicable interpretations of the staff of
the SEC and (b) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.
Original Notes properly tendered and not withdrawn will be accepted as soon
as practicable after the satisfaction or waiver of all conditions to the
Registered Exchange Offer. The undersigned understands that the Company will
deliver the Exchange Securities as promptly as practicable following acceptance
of the tendered Original Notes. The Registered Exchange Offer is subject to a
number of conditions, as more particularly set forth in the Prospectus. See "The
Registered Exchange Offer--Conditions of the Registered Exchange Offer" in the
Prospectus. The undersigned recognizes that as a result of these conditions the
Company may not be required to accept any of the Original Notes tendered hereby.
In that event, the Original Notes not accepted for exchange will be returned to
the undersigned at the address shown in Box 2, "Description of Original Notes
Tendered," unless otherwise indicated in Box 3, "Special Issuance/Delivery
Instructions."
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Unless otherwise indicated in Box 3, "Special Issuance/Delivery
Instructions," the undersigned hereby request(s) that any Original Notes
representing principal amounts not tendered or not accepted for exchange, and
that the Exchange Securities with respect to Original Notes accepted for
exchange, be issued in the name(s) of, and delivered to, the undersigned (and in
the case of Original Notes tendered by book-entry transfer, by credit to the
account of DTC indicated therein).
In the event that Box 3, "Special Issuance/Delivery Instructions," is
completed, the undersigned hereby request(s) that any Original Notes
representing principal amounts not tendered or not accepted for exchange, and
that the Exchange Securities with respect to Original Notes accepted for
exchange, be issued in the name(s) of, and be delivered to, the person(s) at the
address(es) therein indicated, or in the case of a book-entry delivery of
Original Notes, please credit the account indicated therein maintained at DTC.
The undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance/Delivery Instructions" box to transfer any Original Notes from
the names of the registered holder(s) thereof or to issue any Exchange
Securities in the name(s) of anyone other than the name(s) of the Original Notes
in respect of which those Exchange Securities are issued, if the Company does
not accept for exchange any of the principal amount of such Original Notes so
tendered. The undersigned recognizes that the undersigned must comply with all
of the terms and conditions of the Indenture as amended or supplemented from
time to time in accordance with its terms to transfer Original Notes either not
tendered for exchange or not accepted for exchange from the name of the
registered holder(s).
For purposes of the Registered Exchange Offer, the undersigned understands
that the Company will be deemed to have accepted for exchange validly tendered
Original Notes (or defectively tendered Original Notes with respect to which the
Company has waived the defect) if, as and when the Company gives oral (confirmed
in writing) or written notice thereof to the Exchange Agent.
The undersigned understands that the delivery and surrender of the Original
Notes is not effective, and the risk of loss of the Original Notes does not pass
to the Company, until receipt by the Exchange Agent of this Letter of
Transmittal, or a facsimile hereof, properly completed and duly executed (or, in
the case of a book-entry transfer, an Agent's Message, if applicable, in lieu of
the Letter of Transmittal), together with all accompanying evidences of
authority and any other required documents in form satisfactory to the Company.
All questions as to form of all documents and the validity (including time of
receipt) and acceptance of tenders and withdrawals of Original Notes will be
determined by the Company in its sole discretion, which determination shall be
final and binding.
The undersigned has completed the appropriate boxes and signed this Letter
of Transmittal to indicate the action the undersigned desires to take with
respect to the Registered Exchange Offer.
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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:
Address:
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
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities 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 Securities; 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.
________________________________________________________________________________
BOX 4
PLEASE SIGN HERE
(To be completed by all tendering
Holders of Original Notes regardless of whether Original Notes are
being physically delivered herewith)
By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby tenders the principal amount of the Original Notes listed
in Box 2 above labeled "Description of Original Notes Tendered" under the
column heading "Principal Amount Tendered" (or if nothing is indicated
therein, with respect to the entire aggregate principal amount represented by
the Original Notes described in that box).
This Letter of Transmittal must be signed by the registered holder(s)
exactly as the name(s) appear(s) on the certificate(s) representing Original
Notes or, if tendered by a participant in DTC, exactly as such participant's
name appears on a security position listing as the owner of those Original
Notes. If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, please set forth the full title and see
Instruction 2.
__________________________________________________________________
__________________________________________________________________
SIGNATURE OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
(SEE GUARANTEE REQUIREMENT BELOW)
Dated ____________________________________________________________________
Name(s) ____________________________________________________________________
(Please Print)
Capacity (full title) ______________________________________________________
Area Code and Telephone No. ________________________________________________
Tax Identification or Social Security No. __________________________________
MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 2)
________________________________________________________________________________
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________________________________________________________________________________
Authorized Signature: ____________________________________________________
Name of Firm: ______________________________________________________________
(Place Seal Here)
COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9
________________________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Signature Guarantees. Signatures on this Letter of Transmittal must be
guaranteed by a recognized participant in the Securities Transfer Agents
Medallion Program or the Stock Exchange Medallion Program (a "Medallion
Signature Guarantor") (generally, a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office in the United States (each, an
"Eligible Institution")), unless (a) the Original Notes tendered hereby are
tendered by a registered holder (or by a participant in DTC whose name appears
on a security position listing as the owner of the Original Notes) that has not
completed Box 3 entitled "Special Issuance/Delivery Instructions" in this Letter
of Transmittal, or (b) the Original Notes are tendered for the account of an
Eligible Institution. If the Original Notes are registered in the name of a
person other than the signer of this Letter of Transmittal, if Original Notes
not accepted for exchange or not tendered are to be returned to a person other
than the registered holder or if Exchange Securities are to be issued to someone
other than the signatory of this Letter of Transmittal, then the signatures on
this Letter of Transmittal accompanying the tendered Original Notes must be
guaranteed by a Medallion Signature Guarantor as described above. See
Instruction 2.
2. Signatures on Letter of Transmittal, Instruments of Transfer and
Endorsements. If the registered holders of the Original Notes tendered hereby
sign this Letter of Transmittal, the signatures must correspond with the name(s)
as written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever. If this Letter of Transmittal is signed by a participant
in DTC whose name is shown on a security position listing as the owner of the
Original Notes tendered hereby, the signature must correspond with the name
shown on the security position listing as the owner of the Original Notes.
If any of the Original Notes tendered hereby are registered in the name of
two or more holders, all registered holders must sign this Letter of
Transmittal. If any of the Original Notes tendered hereby are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal or any Original Note or instrument of
transfer is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to the Company of such person's
authority to so act must be submitted.
When this Letter of Transmittal is signed by the registered holders of the
Original Notes tendered hereby, no endorsements of the Original Notes or
separate instruments of transfer are required unless payment is to be made, or
Original Notes not tendered or exchanged are to be issued to a person other than
the registered holders, in which case signatures on the Original Notes or
instruments of transfer must be guaranteed by a Medallion Signature Guarantor.
The Letter of Transmittal and Original Notes should be sent only to the
Transfer Agent, and not to the Company or DTC.
If this Letter of Transmittal is signed other than by the registered
holders of the Original Notes tendered hereby, such Original Notes must be
endorsed or accompanied by appropriate instruments of transfer, and a duly
completed proxy entitling the signer to consent with respect to those Original
Notes on behalf of the registered holders, in any case signed exactly as the
name or names of the registered holders appear on the Original Notes and
signatures on those Original Notes or instruments of transfer and proxy are
required and must be guaranteed by a Medallion Signature Guarantor, unless the
signature is that of an Eligible Institution.
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3. Transfer Taxes. Except as set forth in this Instruction 3, the Company
will pay or cause to be paid any transfer taxes with respect to the transfer of
Original Notes to it, or to its order, pursuant to the Registered Exchange
Offer. If Exchange Securities are to be issued or delivered to, or if Original
Notes not tendered or exchanged are to be registered in the name of, any persons
other than the registered owners, or if tendered Original Notes are registered
in the name of any persons other than the persons signing this Letter of
Transmittal, the amount of transfer taxes (whether imposed on the registered
holder or such other person) payable on account of the transfer to such other
person will be billed to the holder unless satisfactory evidence of the payment
of such taxes or exemption therefrom is submitted.
4. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used if (a)
certificates for Original Notes are to be physically delivered to the Exchange
Agent herewith, (b) tenders are to be made according to the guaranteed delivery
procedures or (c) tenders are to be made pursuant to the procedures for delivery
by book-entry transfer, all as set forth in the Prospectus. For holders whose
Original Notes are being delivered by book-entry transfer, delivery of an
Agent's Message by DTC will satisfy the terms of the Registered Exchange Offer
in lieu of execution and delivery of a Letter of Transmittal by the
participant(s) identified in the Agent's Message.
To validly tender Original Notes pursuant to the Registered Exchange Offer,
either (a) the Exchange Agent must receive a properly completed and duly
executed copy of this Letter of Transmittal (or facsimile hereof) with any
required signature guarantees, together with either a properly completed and
duly executed Notice of Guaranteed Delivery or certificates for the Original
Notes, or an Agent's Message, as the case may be, and any other documents
required by this Letter of Transmittal, or (b) a holder of Original Notes must
comply with the guaranteed delivery procedures set forth below.
Holders of Original Notes who desire to tender them pursuant to the
Registered Exchange Offer and whose certificates representing the Original Notes
are not lost but are not immediately available, or time will not permit all
required documents to reach the Exchange Agent prior to 5:00 p.m., New York City
time, on the Expiration Date, or who cannot complete the procedure for
book-entry transfer on a timely basis, may tender their Original Notes pursuant
to the guaranteed delivery procedures set forth in the Prospectus under "The
Registered Exchange Offer--Guaranteed Delivery Procedures." Pursuant to those
procedures, (a) tender must be made by a firm that is a member of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc. or by a commercial bank or trust company having an office or
correspondent in the United States and, in each instance, that is a participant
in the Securities Transfer Agent Medallion Program ("STAMP") or similar program
(an "Eligible Institution"), (b) the Exchange Agent must have received from the
Eligible Institution, prior to 5:00 p.m., New York City time, on the Expiration
Date, a properly completed and duly executed Notice of Guaranteed Delivery (by
mail, hand delivery, telegram, facsimile transmission or otherwise), and (c) the
certificates for all physically delivered Original Notes in proper form for
transfer or Agent's Messages as the case may be, together with a properly
completed and duly executed Letter of Transmittal (or facsimile hereof) and all
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent within five New York Stock Exchange trading days after the
Expiration Date, all as provided in the Prospectus under the caption "The
Registered Exchange Offer--Guaranteed Delivery Procedures."
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR
ORIGINAL NOTES AND OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
TENDERING HOLDER. EXCEPT AS OTHERWISE PROVIDED HEREIN AND IN THE PROSPECTUS,
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
IF DELIVERY IS BY MAIL, WE RECOMMEND THAT THE HOLDER USE PROPERLY INSURED,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND 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.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, withdrawal and revocation of Original Notes tendered for
exchange will be determined by the Company in its sole discretion, whose
determination will be final and binding. The Company reserves the right to waive
any defects or irregularities in the
13
tender or conditions of the Registered Exchange Offer as to particular Original
Notes. The interpretation of the Company of the terms and conditions of the
Registered Exchange Offer (including these Instructions) will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
must be cured within the time determined by the Company. No alternative,
conditional or contingent tenders will be accepted. Neither the Company, the
Exchange Agent or any other person will be under any duty to give notice of any
defects or irregularities in any tender or will incur any liability for failure
to give any notice. Tenders of Original Notes will not be deemed to have been
made until irregularities have been cured or waived. Any certificates
constituting Original Notes received by the Exchange Agent that are not properly
tendered or as to which 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.
5. Withdrawal Rights. Original Notes tendered pursuant to the Registered
Exchange Offer may be withdrawn, as provided below, at any time prior to 5:00
p.m., New York City time, on the Expiration Date.
For the withdrawal of a tender to be effective, a written, telegraphic of
facsimile transmitted notice of withdrawal must be received by the Exchange
Agent at the address or number set forth above prior to the Expiration Date. Any
notice of withdrawal must (a) specify the name of the person who tendered the
Original Notes, (b) identify the Original Notes to be withdrawn (including the
certificate number or numbers of any physically delivered Original Notes and the
principal amount of the Original Notes), and (c) be signed in the same manner
required by the Letter of Transmittal by which the Original Notes were tendered
(including any required signature guarantees, endorsements and/or powers). All
questions as to the validity, form and eligibility (including time of receipt)
of notices of withdrawal will be determined by the Company, whose determination
will be final and binding on all parties. The Original Notes so withdrawn, if
any, will be deemed not to have been validly tendered for exchange for purposes
of the Registered Exchange Offer. Any Original Notes which have been tendered
for exchange but which are withdrawn will be returned to the holder without cost
to the holder as soon as practicable after withdrawal. Properly withdrawn
Original Notes may be retendered on or prior to 5:00 p.m., New York City time,
on the Expiration Date by following the procedures for tender described in this
Letter of Transmittal.
Neither the Company, the Exchange Agent nor any other person will be under
any duty to give notice of any defects or irregularities in any notice of
withdrawal or will incur any liability for failure to give such a notice.
6. Substitute Form W-9. Each tendering holder (or other recipient of any
Exchange Securities) is required to provide the Exchange Agent with a correct
taxpayer identification number ("TIN"), generally the holder's Social Security
or federal Employer Identification Number, and with certain other information,
on Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify that the holder (or other person) is not subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the tendering holder (or other person) to a $50 penalty imposed by the
Internal Revenue Service and 31% federal income tax backup withholding on any
payment. The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering holder (or other person) has not been issued a TIN and has applied for
a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is
checked and the Exchange Agent is not provided with a TIN by the time of
payment, the Exchange will withhold 31% on all reportable payments, if any,
until a TIN is provided to the Exchange Agent.
7. Requests for Assistance or Additional Copies. Any questions or requests
for assistance or additional copies of the Prospectus or this Letter of
Transmittal may be directed to the Exchange Agent at its telephone number set
forth below.
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered Notes are accepted
for payment is required to provide the Exchange Agent with the holder's current
TIN on Substitute Form W-9 below, or, alternatively, to establish
14
another basis for an exemption from backup withholding. If the holder is an
individual, the TIN is his or her Social Security number. If the Exchange Agent
is not provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, any payment made to the
holder or other payee with respect to Original Notes exchanged pursuant to the
Registered Exchange Offer may be subject to a 31% back-up withholding tax.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that holder must submit to the Exchange Agent a properly completed
Internal Revenue Service Form W-8 (a "Form W-8"), signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Exchange Agent. See the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payment made to the holder or other payee. Backup withholding is not
an additional 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 any payment made to a holder or other
payee with respect to Original Notes exchanged pursuant to the Registered
Exchange Offer, the Holder is required to notify the Exchange Agent of the
holder's current TIN (or the TIN of any other payee) by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that the holder is awaiting a TIN), and that (i) the holder has 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 (ii) the Internal
Revenue Service has notified the holder that the holder is no longer subject to
backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (e.g. Social
Security number or Federal Employer Identification Number) of the registered
owner of the Original Notes. If the Original Notes are registered in more than
one name or are not registered in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which number to report.
PAYER'S NAME: APOGENT TECHNOLOGIES INC.
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE
TREASURY
15
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER
("TIN") AND CERTIFICATIONS
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW
Social Security Number(s)
OR
Employer identification number(s)
PART 2--CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
PART 3--Awaiting TIN ----> / /
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax
return.
Name
Address (include zip code)
SIGNATURE
DATE
-
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CASH PAYMENTS MADE TO YOU PURSUANT TO AN OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
16
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable cash payments payable to me thereafter
will be withheld until I provide a taxpayer identification number to the payer
and that, if I do not provide my taxpayer identification number within sixty
days, such retained amounts shall be remitted to the IRS as backup
withholding.
Signature
Date
17
In order to tender, a holder should send or deliver a properly completed
and signed Letter of Transmittal, certificates for the Original Notes and any
other required documents to the Exchange Agent at the address set forth below or
tender pursuant to DTC's Automated Tender Offer Program.
The Exchange Agent for the Offer is:
THE BANK OF NEW YORK
By Registered or Certified Mail:
THE BANK OF NEW YORK
101 Barkley Street 7E
New York, New York 10286
Attn:
-------------------------
By Mail, Hand or Overnight Courier:
THE BANK OF NEW YORK
101 Barkley Street
Corporate Trust Services Window
Ground Level
New York, New York 10286
Attn:
-------------------------
By Facsimile Transmission:
(For Eligible Institutions Only)
[Insert Fax Number]
For Information or Confirmation by Telephone:
[Insert Telephone Number]