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EXHIBIT 99.1
BRIGGS & STRATTON CORPORATION
LETTER OF TRANSMITTAL
OFFER FOR ALL OUTSTANDING
8.875% SENIOR NOTES DUE MARCH 15, 2011 ("ORIGINAL NOTES")
CUSIP NO. 109043AC 3
IN EXCHANGE FOR
8.875% SENIOR NOTES DUE MARCH 15, 2011 ("EXCHANGE NOTES")
CUSIP NO. 109043AF 6
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:
BANK ONE TRUST COMPANY, N.A.
By Mail, Hand or Overnight Courier:
BANK ONE TRUST COMPANY, N.A.
One North State Street, 9th Floor, Suite IL1-0814
Chicago, Illinois 60602
Attention: Exchanges
For Information or Confirmation by Telephone:
1-800-524-9472 or 1-800-346-5153
Delivery of this Letter of Transmittal to an address other than as set
forth above will not constitute valid delivery.
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This Letter of Transmittal is being furnished by Briggs & Stratton
Corporation (the "Company") in connection with its offer to exchange its 8.875%
Senior Notes due March 15, 2011 (the "Original Notes"), that were issued and
sold in a transaction exempt from registration under the Securities Act of 1933,
as amended, under that certain Indenture dated as of May 14, 2001 (the
"Indenture") between the Company, the Guarantors listed on Schedule I thereto
and Bank One, N.A., as trustee (the "Trustee"), for a like amount of $275
million of its newly issued 8.875% Senior Notes due March 15, 2011 (the
"Exchange Notes") 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"). The Prospectus and this Letter of
Transmittal and related materials together constitute the Company's offer (the
"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 Notes 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 May 14, 2001. Accordingly, registered holders of Exchange Notes
on the relevant record date for the first interest payment date following
completion of the 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 May 14, 2001. Original Notes accepted for exchange will cease to accrue
interest from and after the date of completion of the 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 Exchange Offer.
The 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 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 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 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 Exchange 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 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
ONE NORTH STATE STREET, 9TH FLOOR, SUITE IL1-0814, CHICAGO, ILLINOIS, 60602,
ATTENTION: EXCHANGES, OR AT ITS ADDRESS SET FORTH ABOVE.
Holders who wish to tender their Original Notes must complete Box 1, Box 2
and Box 4 and must sign this Letter of Transmittal 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 TENDERED CERTIFICATES
ACCOUNT NUMBER IN WHICH NOTES ARE HELD (ATTACH SIGNED ADDITIONAL LIST IF NECESSARY)
(PLEASE FILL IN BLANK EXACTLY AS NAMES(S) APPEAR ON
CERTIFICATE(S) )
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 Notes 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 Notes 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 Notes or return unexchanged Original Notes to:
Name: ___________________________________________________________
Address: ________________________________________________________
_________________________________________________________________
(Include Zip Code)
_________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
[ ] Credit Exchange Notes or unexchanged Original Notes delivered by
book-entry transfer to the DTC account set forth below:
Complete the following only if certificates for Exchange Notes 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 8.875% Senior Notes due March 15, 2011 (the
"Original Notes") issued by Briggs & Stratton Corporation (the "Company") under
that certain Indenture dated as of May 14, 2001 (the "Indenture") between the
Company, the Guarantors listed on Schedule I thereto and Bank One, N.A., 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 "Exchange Offer") to exchange an aggregate
principal amount of $275 million of its newly issued 8.875% Senior Notes due
March 15, 2011 (the "Exchange Notes") 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 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 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 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 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.
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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 Exchange Offer.
The undersigned understands that the Exchange 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 Exchange Offer -- Withdrawal of Tenders" in the
Prospectus.
The undersigned hereby represents and warrants that: (i) the undersigned is
acquiring the Exchange Notes 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 Notes; the undersigned has no arrangement or understanding with
any person to participate in the distribution of the Exchange Notes; 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
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.
The undersigned also acknowledges that this 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 Notes issued in exchange for
Original Notes pursuant to the 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 Notes 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
Notes. However, the SEC has not considered the 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 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 Notes to be acquired pursuant to the 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
Exchange Offer. The undersigned understands that the Company will deliver the
Exchange Notes as promptly as practicable following acceptance of the tendered
Original Notes. The Exchange Offer is subject to a number of conditions, as more
particularly set forth in the Prospectus. See "The Exchange Offer -- Conditions
of the 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."
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 Notes 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).
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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 Notes 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 Notes in the
name(s) of anyone other than the name(s) of the Original Notes in respect of
which those Exchange Notes 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 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 a form satisfactory to the
Company. All questions as to the 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 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
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
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 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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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)
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 Exchange 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 Notes 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.
This Letter of Transmittal and Original Notes should be sent only to the
Exchange Agent, and not to the Company or DTC.
If this Letter of Transmittal is signed other than by the registered
holder(s) 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.
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 Exchange Offer. If
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Exchange Notes 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 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 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
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 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 an Agent's Message 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
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 tender or conditions of the Exchange Offer
as to any particular Original Notes. The interpretation of the Company of the
terms and conditions of the 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
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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 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 or
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 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 Notes) 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 Agent 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 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 Exchange Offer
may be subject to a 31% back-up withholding tax.
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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 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.
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PAYER'S NAME: BRIGGS & STRATTON CORPORATION
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE
TREASURY
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
Federal 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
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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.
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
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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:
BANK ONE TRUST COMPANY, N.A.
By Mail, Hand or Overnight Courier:
BANK ONE TRUST COMPANY, N.A.
One North State Street, 9th Floor, Suite IL1-0814
Chicago, Illinois 60602
Attention: Exchanges
For Information or Confirmation by Telephone:
1-800-524-9472 or 1-800-326-5153