EXHIBIT 99.1
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
UP TO $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 10 1/2% SENIOR NOTES DUE 2010,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS, DATED , 2003,
FOR ALL OF THE ISSUED AND OUTSTANDING
10 1/2% SENIOR NOTES DUE 2010 OF
HLI OPERATING COMPANY, INC.
A SUBSIDIARY OF HAYES LEMMERZ INTERNATIONAL, INC.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003,
UNLESS THE EXCHANGE OFFER IS EARLIER TERMINATED OR EXTENDED. TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO EXPIRATION OR TERMINATION OF THE EXCHANGE OFFER.
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The Exchange Agent for the Exchange Offer is:
U.S. BANK NATIONAL ASSOCIATION
By Overnight Courier, Hand, Regular or Certified Mail
U.S. Bank Trust Center
Attn: Specialized Finance Group
180 E. Fifth Street, 4th Flr.
St. Paul, MN 55101
By Facsimile:
(Eligible Guarantor Institutions Only)
(651) 244-1537
To Confirm by Telephone
or for Information Call:
1-800-934-6802
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE
ADDRESS LISTED ABOVE, OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF
TRANSMITTAL.
By signing this Letter of Transmittal, you hereby acknowledge that you
have received and reviewed the Prospectus, dated ___________, 2003, of HLI
Operating Company, Inc., and this Letter of Transmittal. The Prospectus,
together with this Letter of Transmittal, constitutes HLI Operating Company,
Inc.'s offer to exchange an aggregate principal amount of up to $250,000,000 of
our 10 1/2% Senior Notes due 2010 (the "New Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of our issued and outstanding 10 1/2% Senior Notes due 2010
(the "Old Notes"). The Old Notes were issued in offerings under Rule 144A and
Regulation S of the Securities Act that were not registered under the Securities
Act. This Exchange Offer is being extended to all holders of the Old Notes.
If you decide to tender your Old Notes, and we accept the Old Notes,
this will constitute a binding agreement between you and HLI Operating Company,
Inc., subject to the terms and conditions set forth in the Prospectus and this
Letter of Transmittal. Unless you comply with the procedures described in the
Prospectus under the caption "The Exchange Offer - Guaranteed Delivery
Procedures," you must do one of the following on or prior to the expiration of
the Exchange Offer to participate in the Exchange Offer:
o tender your Old Notes by sending the certificates representing your Old
Notes, in proper form for transfer, a properly completed and duly
executed Letter of Transmittal, with any required signature guarantees,
and all other documents required by this Letter of Transmittal to the
Exchange Agent at the address listed above; or
o tender your Old Notes by using the book-entry transfer procedures
described in the Prospectus under the caption "The Exchange Offer -
Book-Entry Transfer," and transmitting a properly completed and duly
executed Letter of Transmittal, with any required signature guarantees,
and all other documents required by the Letter of Transmittal, or an
Agent's Message (as defined below) instead of this Letter of
Transmittal, to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of your Old
Notes in the Exchange Offer, the Exchange Agent must receive a confirmation of
book-entry transfer (a "Book-Entry Confirmation") of your Old Notes into the
Exchange Agent's account at The Depository Trust Company prior to the expiration
of the Exchange Offer. The term "Agent's Message" means a message, transmitted
by The Depository Trust Company and received by the Exchange Agent and forming a
part of the Book-Entry Confirmation, which
states that The Depository Trust Company has received an express acknowledgment
from you that you have received and have agreed to be bound by the terms of this
Letter of Transmittal. If you use this procedure, we may enforce the Letter of
Transmittal against you.
DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY'S BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If you are a holder of Old Notes and wish to tender your Old Notes in
the Exchange Offer, but (1) the Old Notes are not immediately available, (2)
time will not permit your certificates for Old Notes or other required documents
to reach the Exchange Agent before the expiration of the Exchange Offer, or (3)
the procedure for book-entry transfer cannot be completed prior to the
expiration of the Exchange Offer, you may tender Old Notes by following the
procedures described in the Prospectus under the caption "The Exchange Offer -
Guaranteed Delivery Procedures."
Only registered holders of Old Notes - which term, for purposes of
this Letter of Transmittal, includes any participant in The Depository Trust
Company's system whose name appears on a security position listing as the owner
of the Old Notes - are entitled to tender their Old Notes for exchange in the
Exchange Offer. If you are a beneficial owner whose Old Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
and you wish to tender your Old Notes in the Exchange Offer, you should promptly
contact the person in whose name the Old Notes are registered and instruct that
person to tender on your behalf. If you wish to tender in the Exchange Offer on
your own behalf, prior to completing and executing this Letter of Transmittal
and delivering the certificates for your Old Notes, you must either make
appropriate arrangements to register ownership of the Old Notes in your name or
obtain a properly completed bond power from the person in whose name the Old
Notes are registered.
YOU MUST COMPLETE THIS LETTER OF TRANSMITTAL IF YOU ARE A REGISTERED
HOLDER OF OLD NOTES - WHICH TERM, FOR PURPOSES OF THIS LETTER OF TRANSMITTAL,
INCLUDES ANY PARTICIPANT IN THE DEPOSITORY TRUST COMPANY'S SYSTEM WHOSE NAME
APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE OLD NOTES - AND
EITHER (1) YOU WISH TO TENDER THE CERTIFICATES REPRESENTING YOUR OLD NOTES TO
THE EXCHANGE AGENT TOGETHER WITH THIS LETTER OF TRANSMITTAL OR (2) YOU WISH TO
TENDER YOUR OLD NOTES BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT
THE DEPOSITORY TRUST COMPANY AND YOU ELECT TO SUBMIT THIS LETTER OF TRANSMITTAL
TO THE EXCHANGE AGENT INSTEAD OF AN AGENT'S MESSAGE.
In order to properly complete this Letter of Transmittal, you must: (1)
complete the box entitled "Description of Old Notes Tendered," (2) if
appropriate, check and complete the boxes relating to book-entry transfer and
guaranteed delivery and the boxes entitled "Special Issuance Instructions" and
"Special Delivery Instructions," (3) sign this Letter of Transmittal by
completing the box entitled "Sign Here" and (4) complete the box entitled
"Substitute Form W-9." By completing the box entitled "Description of Old Notes
Tendered" and signing below, you will have tendered your Old Notes for exchange
on the terms and conditions described in the Prospectus and this Letter of
Transmittal. You should read the detailed instructions below before completing
this Letter of Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX BELOW TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES
DESCRIPTION OF OLD NOTES TENDERED
NAME AND ADDRESS
OF REGISTERED HOLDER 1 2 3
--------------------------------- --------------- --------------- ---------------
AGGREGATE
PRINCIPAL PRINCIPAL
CERTIFICATE AMOUNT OF OLD AMOUNT
NUMBER(s)* NOTE(s) TENDERED**
--------------- --------------- ---------------
--------------- --------------- ---------------
--------------- --------------- ---------------
--------------- --------------- ---------------
TOTAL:
-----------------------------------------------
* Need not be completed by holders who tender by book-entry transfer.
** Old Notes tendered by this Letter of Transmittal must be in denominations of
$1,000 principal amount and any integral multiple thereof. Unless otherwise
indicated in column 3, a holder will be deemed to have tendered ALL of the
Old Notes represented by the certificate(s) listed in column 1. See
Instruction 4.
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BOXES BELOW TO BE CHECKED AS APPLICABLE
( ) CHECK HERE IF THE CERTIFICATE(s) REPRESENTING YOUR OLD NOTES IS BEING
TENDERED WITH THIS LETTER OF TRANSMITTAL.
( ) CHECK HERE IF THE CERTIFICATE(s) REPRESENTING YOUR OLD NOTES HAS BEEN
LOST, DESTROYED OR STOLEN AND YOU REQUIRE ASSISTANCE IN OBTAINING A NEW
CERTIFICATE(s).
Certificate Number(s)__________________________________________________
Principal Amount(s) Represented________________________________________
You must contact the Exchange Agent to obtain instructions for
replacing lost, destroyed or stolen certificate(s) representing Old
Notes. (See Instruction 12)
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6) (SEE INSTRUCTIONS 1, 5 AND 6)
TO BE COMPLETED ONLY IF NEW NOTES OR OLD NOTES NOT TO BE COMPLETED ONLY IF NEW NOTES OR OLD NOTES NOT
TENDERED OR EXCHANGED ARE TO BE ARE TO BE ISSUED TENDERED OR EXCHANGED ARE TO BE DELIVERED TO SOMEONE
IN THE NAME OF SOMEONE OTHER THAN THE REGISTERED OTHER THAN THE REGISTERED HOLDER OF THE OLD NOTES
HOLDER OF THE OLD NOTES WHOSE NAME(s) APPEAR BELOW. WHOSE NAME(s) APPEAR(s) BELOW OR TO THE REGISTERED
HOLDER AT AN ADDRESS OTHER THAN THAT SHOWN BELOW.
( ) Old Note(s) to: ( ) Old Note(s) to:
( ) New Note(s) to: ( ) New Note(s) to:
Name ___________________________________________ Name ___________________________________________
(PLEASE PRINT) (PLEASE PRINT)
Address_________________________________________ Address_________________________________________
________________________________________________ ________________________________________________
(ZIP CODE) (ZIP CODE)
Telephone Number (_____)________- Telephone Number (_____)_________-
________________________________________________ ________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.) (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE INSTRUCTION 9) (SEE INSTRUCTION 9)
( ) CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED OLD NOTES ARE BEING DELIVERED UNDER A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution Which Guaranteed Delivery
If delivered by Book-Entry Transfer, complete the following:
Name of Tendering Institution
Account Number
Transaction Code Number
BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY
( ) CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST
COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
Account Number
Transaction Code Number
( ) CHECK HERE IF OLD NOTES THAT ARE NOT TENDERED OR NOT EXCHANGED ARE TO
BE RETURNED BY CREDITING. THE DEPOSITORY TRUST COMPANY ACCOUNT NUMBER
INDICATED ABOVE.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, as
described in the Prospectus and this Letter of Transmittal, I hereby tender to
HLI Operating Company, Inc., the aggregate principal amount of Old Notes
described above in the box entitled "Description of Old Notes Tendered" in
exchange for a like principal amount of New Notes which have been registered
under the Securities Act.
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered by this Letter of Transmittal in accordance
with the terms and conditions of the Exchange Offer -- including, if the
Exchange Offer is extended or amended, the terms and conditions of any extension
or amendment -- I hereby sell, assign and transfer to, or upon the order of, HLI
Operating Company, Inc., all right, title and interest in and to the Old Notes
tendered by this Letter of Transmittal. I hereby irrevocably constitute and
appoint the Exchange Agent as my agent and attorney-in-fact -- with full
knowledge that the Exchange Agent is also acting as the agent of HLI Operating
Company, Inc. in connection with the Exchange Offer -- with respect to the
tendered Old Notes, with full power of substitution, such power of attorney
being deemed to be an irrevocable power coupled with an interest, subject only
to the right of withdrawal described in the Prospectus, to (1) deliver
certificates for the tendered Old Notes to HLI Operating Company, Inc., together
with all accompanying evidences of transfer and authenticity to, or upon the
order of, HLI Operating Company, Inc., upon receipt by the Exchange Agent, as my
agent, of the New Notes to be issued in exchange for the tendered Old Notes, (2)
present certificates for the tendered Old Notes for transfer, and to transfer
the tendered Old Notes on the books of HLI Operating Company, Inc., and (3)
receive for the account of HLI Operating Company, Inc. all benefits and
otherwise exercise all rights of ownership of the tendered Old Notes, all in
accordance with the terms and conditions of the Exchange Offer.
I hereby represent and warrant that I have full power and authority to
tender, sell, assign and transfer the Old Notes tendered by this Letter of
Transmittal and that, when the tendered Old Notes are accepted for exchange, HLI
Operating Company, Inc. will acquire good, marketable and unencumbered title to
the tendered Old Notes, free and clear of all liens, restrictions, charges and
encumbrances, and that the tendered Old Notes are not subject to any adverse
claims or proxies. I will, upon request, execute and deliver any additional
documents deemed by HLI Operating Company, Inc. or the Exchange Agent to be
necessary or desirable to complete the exchange, sale, assignment and transfer
of the Old Notes tendered by this Letter of Transmittal, and I will comply with
my obligations under the Registration Rights Agreement, dated as of June 3, 2003
(the "Registration Rights Agreement"), among HLI Operating Company, Inc., the
guarantors party thereto and the initial purchasers of the Old Notes. I have
read and I agree to all of the terms of the Exchange Offer.
The name(s) and address(es) of the registered holder(s) -- which term,
for purposes of this Letter of Transmittal, includes any participant in The
Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes -- of the Old Notes tendered by this
Letter of Transmittal are printed above as they appear on the certificate(s)
representing the Old Notes. The certificate number(s) and the Old Notes that I
wish to tender are indicated in the appropriate boxes above.
Unless I have otherwise indicated by completing the box entitled
"Special Issuance Instructions" above, I hereby direct that the New Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, that the New Notes be credited to the account indicated
above maintained with The Depository Trust Company. Similarly, unless I have
otherwise indicated by completing the box entitled "Special Delivery
Instructions," I hereby direct that the New Notes be delivered to the address
shown below my signature.
If I have (1) tendered any Old Notes that are not exchanged in the
Exchange Offer for any reason or (2) submitted certificates for more Old Notes
than I wish to tender, unless I have otherwise indicated by completing the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions," I
hereby direct that certificates for any Old Notes that are not tendered or not
exchanged should be issued in the name of the undersigned, if applicable, and
delivered to the address shown below my signature or, in the case of a
book-entry transfer of Old Notes, that Old Notes that are not tendered or not
exchanged be credited to the account indicated above maintained with The
Depository Trust Company, in each case, at HLI Operating Company, Inc.'s
expense, promptly following the expiration or termination of the Exchange Offer.
I understand that if I decide to tender Old Notes, and HLI Operating
Company, Inc. accepts the Old Notes for exchange, this will constitute a binding
agreement between me and HLI Operating Company, Inc., subject to the terms and
conditions set forth in the Prospectus and this Letter of Transmittal.
I also recognize that, under certain circumstances described in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer," HLI Operating Company, Inc. may not be required to accept for exchange
any of the Old Notes tendered by this Letter of Transmittal.
4
By tendering Old Notes and executing this Letter of Transmittal, or
delivering an Agent's Message instead of this Letter of Transmittal, I hereby
represent and agree: (1) that any New Notes received in exchange for my Old
Notes in the Exchange Offer are being acquired by me or any other person
receiving such New Notes in the ordinary course of my or such other person's
business; (2) that at the time of the commencement of the Exchange Offer, I do
not, or any other person who will receive New Notes in exchange for my Old Notes
does not, have any arrangement or understanding with any person to participate
in the "distribution" (as defined in the Securities Act) of the New Notes in
violation of the Securities Act; (3) that I am not holding Old Notes that have,
or are reasonably likely to have, the status of an unsold allotment; (4) that I
am not, or such other person receiving New Notes in exchange for my Old Notes is
not, an "affiliate" (as defined in Rule 405 under the Securities Act) of HLI
Operating Company, Inc. or, if I am, or such other person is, an affiliate of
HLI Operating Company, Inc., that I or such other person will comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction; (5) that if I am not, or such other
person receiving New Notes in exchange for my Old Notes is not, a Participating
Broker-Dealer, that I am not, or such other person is not, engaged in, and I do
not, or such other person does not, intend to engage in the distribution of the
New Notes; and (6) that if I am a Participating Broker-Dealer, that I will
receive the New Notes for my own account in exchange for Old Notes that were
acquired by me as a result of my market-making or other trading activities and
that I will deliver a prospectus in connection with any resale of the New Notes
I receive in the Exchange Offer. As used in this Letter of Transmittal, a
"Participating Broker-Dealer" is a broker-dealer that receives New Notes for its
own account in exchange for Old Notes that it acquired as a result of
market-making or other trading activities. If I am a Participating
Broker-Dealer, by making the representation set forth above and delivering a
prospectus in connection with any resale transaction involving the New Notes, I
understand that I will not be deemed to have admitted that I am an "underwriter"
within the meaning of the Securities Act.
HLI Operating Company, Inc. has agreed, subject to the terms of the
Registration Rights Agreement, that for a period of not more than 180 days after
the effectiveness of the Registration Statement of which the Prospectus forms a
part, it will make the Prospectus, as amended or supplemented from time to time,
available to any Participating Broker-Dealer for use in connection with resales
of the New Notes. Each Participating Broker-Dealer, by tendering Old Notes and
executing this Letter of Transmittal, or delivering an Agent's Message instead
of this Letter of Transmittal, agrees that, upon receipt of notice from HLI
Operating Company, Inc. of the occurrence of any event or the discovery of any
fact which makes any statement contained or incorporated by reference in the
Prospectus untrue in any material respect or which causes the Prospectus to omit
to state a material fact necessary in order to make the statements contained or
incorporated by reference in the Prospectus, in light of the circumstances under
which they were made, not misleading, the Participating Broker-Dealer will
suspend the sale of New Notes under the Prospectus. Each Participating
Broker-Dealer further agrees that, upon receipt of a notice from HLI Operating
Company, Inc. to suspend the sale of New Notes as provided above, the
Participating Broker-Dealer will suspend resales of the New Notes until (1) HLI
Operating Company, Inc. has amended or supplemented the Prospectus to correct
the misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to the Participating Broker-Dealer or (2) HLI Operating
Company, Inc. has given notice that the sale of the New Notes may be resumed, as
the case may be. If HLI Operating Company, Inc. gives notice to suspend the sale
of the New Notes as provided above, it will extend the period referred to above
during which Participating Broker-Dealers are entitled to use the Prospectus in
connection with the resale of New Notes by the number of days during the period
from and including the date of the giving of such notice to and including the
date when Participating Broker-Dealers receive copies of the supplemented or
amended Prospectus necessary to permit resales of the New Notes or to and
including the date on which HLI Operating Company, Inc. has given notice that
the sale of New Notes may be resumed, as the case may be.
As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of New Notes received in exchange for Old
Notes in the Exchange Offer must notify HLI Operating Company, Inc. on or prior
to the expiration of the Exchange Offer that it is a Participating
Broker-Dealer. Participating Broker-Dealers must send the required written
notice to HLI Operating Company, Inc., to HLI Operating Company, Inc.'s
executive offices located at 15300 Centennial Drive, Northville, Michigan 48167,
Attention: Patrick C. Cauley, Esq., General Counsel and Secretary, and this
notice must be received by HLI Operating Company, Inc. at or prior to the
expiration of the Exchange Offer.
Interest on the New Notes will accrue (1) from the later of (a) the
last date to which interest was paid on the Old Notes surrendered in exchange
for the New Notes or (b) if the Old Notes are surrendered for exchange on a date
in a period which includes the record date for an interest payment date to occur
on or after the date of the exchange and as to which interest will be paid, the
date to which interest will be paid on such interest payment date or (2) if no
interest has been paid on the Old Notes, from June 3, 2003.
All authority conferred in or agreed to be conferred in this Letter of
Transmittal will survive my
5
death or incapacity, and any obligation of mine under this Letter of Transmittal
will be binding upon my heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns. Except as stated in the Prospectus, this tender is irrevocable.
6
SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
This Letter of Transmittal must be signed by (1) the registered holder(s) -
which term, for purposes of this Letter of Transmittal, includes any participant
in The Depository Trust Company's system whose name appears on a security
position listing as the holder of the Old Notes - exactly as the name(s) of the
registered holder(s) appear(s) on the certificate(s) for the Old Notes tendered
or on the register of holders maintained by HLI Operating Company, Inc., or (2)
by any person(s) authorized to become the registered holder(s) by endorsements
and documents transmitted with this Letter of Transmittal - including any
opinions of counsel, certifications and other information as may be required by
HLI Operating Company, Inc., for the Old Notes to comply with the restrictions
on transfer applicable to the Old Notes. If the signature below is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
[another acting] in a similar fiduciary or representative capacity, please set
forth the signer's full title. See Instruction 5.
SIGNATURE(s) OF HOLDER(s)
DATED: ______________________________________________________, 2003
NAME(s)
(PLEASE PRINT)
CAPACITY
ADDRESS
(ZIP CODE)
TAX IDENTIFICATION OR
SOCIAL SECURITY NO.
(SEE INSTRUCTION 9)
AREA CODE AND TELEPHONE NO.
SIGNATURE(s) GUARANTEED
(SEE INSTRUCTION 2, IF REQUIRED)
ELIGIBLE GUARANTOR INSTITUTION
OFFICIAL SIGNATURE
DATED: ______________________________________________________, 2003
PAYOR'S NAME: U.S. BANK NATIONAL ASSOCIATION
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR
FORM W-9 TAXPAYER IDENTIFICATION NUMBER TIN
("TIN") IN THE BOX AT RIGHT AND (SOCIAL SECURITY NUMBER
CERTIFY THAT IT IS CORRECT BY OR EMPLOYER IDENTIFICATION
SIGNING AND DATING BELOW. NUMBER)
DEPARTMENT OF THE TREASURY PART 2 - CHECK THE BOX IF YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING UNDER THE
INTERNAL REVENUE SERVICE PROVISIONS OF SECTION 340(a)(1)(C) OF THE INTERNAL REVENUE CODE BECAUSE EITHER
(1) YOU ARE EXEMPT FROM BACKUP WITHHOLDING, (2) YOU HAVE NOT BEEN NOTIFIED
THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL
INTEREST OR DIVIDENDS OR (3) THE INTERNAL REVENUE SERVICE HAS NOTIFIED YOU THAT
YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING. ( )
PAYOR'S REQUEST FOR TAXPAYER CERTIFICATION - UNDER THE PART 3
IDENTIFICATION NUMBER PENALTIES OF PERJURY, I CERTIFY
THAT THE INFORMATION PROVIDED AWAITING TIN ( )
ON THIS FORM IS TRUE, CORRECT AND
COMPLETE.
SIGNATURE
DATE________________________, 2003
7
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (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 the exchange, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature Date
CERTIFICATE INSTRUCTIONS: You must not check the box in Part 2 above if you have
been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, then you may check the box in Part 2 above.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS.
THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.
PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. You must complete this Letter of Transmittal if you are a
holder of Old Notes - which term, for purposes of this Letter of Transmittal,
includes any participant in The Depository Trust Company's system whose name
appears on a security position listing as the holder of the Old Notes - and
either (1) you wish to tender the certificates representing your Old Notes to
the Exchange Agent together with this Letter of Transmittal or (2) you wish to
tender your Old Notes by book-entry transfer to the Exchange Agent's account at
The Depository Trust Company and you elect to submit this Letter of Transmittal
to the Exchange Agent instead of an Agent's Message. In order to constitute a
valid tender of your Old Notes, unless you comply with the procedures for
Guaranteed Delivery described below, the Exchange Agent must receive the
following documents at one of the addresses listed above on or prior to the
expiration of the Exchange Offer: (1) certificates for the Old Notes, in proper
form for transfer, or Book-Entry Confirmation of transfer of the Old Notes into
the Exchange Agent's account at The Depository Trust Company, (2) a properly
completed and duly executed Letter of Transmittal, with any required signature
guarantees, or, in the case of a Book-Entry Confirmation, an Agent's Message
instead of this Letter of Transmittal, and (3) all other documents required by
this Letter of Transmittal. Old Notes tendered in the Exchange Offer must be in
denominations of $1,000 principal amount and any integral multiple thereof.
If you are a holder of the Old Notes and wish to tender your Old Notes,
but (1) the certificates for Old Notes are not immediately available, (2) time
will not permit your certificates for Old Notes or other required documents to
reach the Exchange Agent before the expiration of the Exchange Offer, or (3) the
procedure for book-entry transfer cannot be completed prior to the expiration of
the Exchange Offer, you may effect a tender if: (1) the tender is made through
an Eligible Guarantor Institution (as defined below); (2) prior to the
expiration of the Exchange Offer, the Exchange Agent receives from an Eligible
Guarantor Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form we have provided, setting forth
your name and address and the amount of Old Notes you are tendering and stating
that the tender is being made by Notice of Guaranteed Delivery; and (3) the
Exchange Agent receives within three New York Stock Exchange, Inc. ("NYSE")
trading days after the date of execution of the Notice of Guaranteed Delivery:
(a) the certificates for all physically tendered Old Notes, in proper form for
transfer, or a Book-Entry Confirmation of transfer of the Old Notes into the
Exchange Agent's account at The Depository Trust Company, as the case may be,
(b) a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, or, in the case of a Book-Entry Confirmation, an
Agent's Message instead of the Letter of Transmittal, and (c) all other
documents required by the Letter of Transmittal. The Notice of Guaranteed
Delivery may be sent by overnight courier, hand delivery, registered or
certified mail or facsimile transmission and must include a guarantee by an
Eligible Guarantor Institution in the form set forth in the Notice.
THE METHOD OF DELIVERY OF CERTIFICATES FOR OLD NOTES, LETTERS OF
TRANSMITTAL, AGENT'S
8
MESSAGES AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR ELECTION. IF YOU DELIVER
YOUR OLD NOTES BY MAIL, WE RECOMMEND REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO
ASSURE TIMELY DELIVERY. DO NOT SEND CERTIFICATES FOR OLD NOTES, LETTERS OF
TRANSMITTAL, AGENT'S MESSAGES OR OTHER REQUIRED DOCUMENTS TO HLI OPERATING
COMPANY, INC.
HLI Operating Company, Inc., will not accept any alternative,
conditional or contingent tenders. Each tendering holder, by execution of this
Letter of Transmittal or delivery of an Agent's Message instead of the Letter of
Transmittal, waives any right to receive any notice of the acceptance of such
tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this
Letter of Transmittal is required if:
(a) this Letter of Transmittal is signed by the registered holder
- which term, for purposes of this Letter of Transmittal,
includes any participant in The Depository Trust Company's
system whose name appears on a security position listing as
the owner of the Old Notes - of Old Notes tendered with this
Letter of Transmittal, unless such holder(s) has completed
either the box entitled "Special Issuance Instructions" or the
box entitled "Special Delivery Instructions" above, or
(b) the Old Notes are tendered for the account of a firm that is
an Eligible Guarantor Institution.
In all other cases, an Eligible Guarantor Institution must guarantee
the signature(s) on this Letter of Transmittal. See Instruction 5.
An "Eligible Guarantor Institution" (as defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) means any of the following that is a participant in the Securities Agents
Medallion Program, the Stock Exchanges Medallion Program or the New York Stock
Exchange Medallion Program:
o Banks (as defined in Section 3(a) of the Federal Deposit
Insurance Act);
o Brokers, dealers, municipal securities dealers, municipal
securities brokers, government securities dealers and
government securities brokers (as defined in the Exchange
Act);
o Credit unions (as defined in Section 19B(1)(A) of the Federal
Reserve Act);
o National securities exchanges, registered securities
associations and clearing agencies (as these terms are defined
in the Exchange Act); and
o Savings associations (as defined in Section 3(b) of the
Federal Deposit Insurance Act).
3 INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule which is attached to this Letter
of Transmittal.
4 PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes
will be accepted only in denominations of $1,000 principal amount and integral
multiples thereof. If you are tendering less than all of the Old Notes evidenced
by any certificate you are submitting, please fill in the principal amount of
Old Notes which are to be tendered in column 3 ("Principal Amount of Old Notes
Tendered") of the box entitled "Description of Old Notes Tendered." In that
case, unless you have otherwise indicated by completing the boxes entitled
"Special Issuance Instructions" or "Special Delivery Instructions", new
certificate(s) for the remainder of the Old Notes that were evidenced by your
old certificate(s) will be sent to the registered holder of the Old Notes,
promptly after the expiration of the Exchange Offer. All Old Notes represented
by certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided in this Letter of Transmittal, tenders of
Old Notes may be withdrawn at any time on or prior to the expiration of the
Exchange Offer. For a withdrawal to be effective, a written notice of withdrawal
must be received by the Exchange Agent prior to the expiration of the Exchange
Offer at one of the addresses listed above. Any notice of withdrawal must
specify the name of the person who tendered the Old Notes to be withdrawn,
identify the Old Notes to be withdrawn, including the principal amount of the
Old Notes, and, where certificates for Old Notes have been transmitted, specify
the
9
name in which the Old Notes are registered, if different from that of the
withdrawing holder. If certificates for Old Notes have been delivered or
otherwise identified to the Exchange Agent, then, prior to the release of the
certificates, the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn. The signatures on a notice of
withdrawal must be guaranteed by an Eligible Guarantor Institution unless the
holder is an Eligible Guarantor Institution. If Old Notes have been tendered
using the procedure for book-entry transfer described in the Prospectus under
the caption "The Exchange Offer - Book-Entry Transfer," any notice of
withdrawal must specify the name and number of the account at The Depository
Trust Company to be credited with the withdrawn Old Notes and otherwise comply
with the procedures of the book-entry transfer facility. All questions as to the
validity, form and eligibility - including time of receipt - of these notices
will be determined by HLI Operating Company, Inc. Any such determination will be
final and binding. Any Old Notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes
which have been tendered for exchange but which are not exchanged for any reason
will be returned to the registered holder without cost to that holder as soon as
practicable after withdrawal, non-acceptance of tender or termination of the
Exchange Offer. In the case of Old Notes tendered using the procedure for
book-entry transfer described in the Prospectus under the caption "The Exchange
Offer - Book-Entry Transfer," the Old Notes will be credited to the tendering
holder's account with The Depository Trust Company. Properly withdrawn Old Notes
may be retendered at any time on or prior to the expiration of the Exchange
Offer by following one of the procedures described in the Prospectus under the
caption "The Exchange Offer - Procedures for Tendering Old Notes."
5 SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Old Notes tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are registered in the name of
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different name(s) on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registered holders.
When this Letter of Transmittal is signed by the registered holder(s)
of the Old Notes listed and transmitted by this Letter of Transmittal, no
endorsement(s) of certificate(s) or separate bond power(s) are required unless
New Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on the certificate(s) or bond power(s) must be
guaranteed by an Eligible Guarantor Institution.
If a person or persons other than the registered holder(s) of Old Notes
signs the Letter of Transmittal, certificates for the Old Notes must be endorsed
or accompanied by appropriate bond powers, signed exactly as the name or names
of the registered holder(s) that appears on the certificates for the Old Notes
and also must be accompanied by any opinions of counsel, certifications and
other information as HLI Operating Company, Inc. may require in accordance with
the restrictions on transfer applicable to the Old Notes. Signatures on
certificates or bond powers must be guaranteed by an Eligible Guarantor
Institution.
If you are a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or act in a similar fiduciary or
representative capacity, and wish to sign this Letter of Transmittal or any
certificates for Old Notes or bond powers, you must indicate your status when
signing. If you are acting in any of these capacities, you must submit proper
evidence satisfactory to us of your authority to so act unless we waive this
requirement.
6 SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are
to be issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be delivered to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained with The Depository Trust Company. See Instruction 4.
7 IRREGULARITIES. All questions as to the validity, form,
eligibility - including time of receipt - and acceptance of Old Notes tendered
for exchange will be determined by HLI Operating Company, Inc. in its sole
discretion. Our determination will be final and binding. We reserve the absolute
right to reject any and all tenders of Old Notes improperly tendered or to not
accept any Old Notes, the acceptance of which might be unlawful as determined by
us or our counsel. We also reserve the absolute right to waive any defects or
irregularities or conditions of the Exchange Offer as to any Old Notes either
10
before or after the expiration of the Exchange Offer - including the right to
waive the ineligibility of any holder who seeks to tender Old Notes in the
Exchange Offer. Our interpretation of the terms and conditions of the Exchange
Offer as to any particular Old Notes either before or after the expiration of
the Exchange Offer - including the terms and conditions of the Letter of
Transmittal and the accompanying instructions - will be final and binding.
Unless waived, any defects or irregularities in connection with tenders of Old
Notes for exchange must be cured within a reasonable period of time, as
determined by us. Neither we, the Exchange Agent nor any other person has any
duty to give notification of any defect or irregularity with respect to any
tender of Old Notes for exchange, nor will we have any liability for failure to
give such notification.
8 QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Exchange Agent at
the address and telephone number listed on the front of this Letter of
Transmittal. Additional copies of the Prospectus, this Letter of Transmittal or
the Notice of Guaranteed Delivery may be obtained from the Exchange Agent or
from your broker, dealer, commercial bank, trust company or other nominee.
9 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S.
Federal income tax law, a holder whose tendered Old Notes are accepted for
exchange is required to provide the Exchange Agent with the holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 above. If the
Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service may subject the holder or other payee to a $50 penalty. In addition,
cash payments to such holders or other payees with respect to Old Notes
exchanged in the Exchange Offer may be subject to 31% backup withholding.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering holder 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, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number above in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain all amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60-day period
will be remitted to the holder and no further amounts will be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within the 60-day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered holder of
the Old Notes or of the last transferee appearing on the transfers attached to,
or endorsed on, the Old Notes. If the Old Notes are registered in more than one
name or are not in the name of the actual holder, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
Certain holders - including, among others, corporations, financial
institutions and certain foreign persons - may not be subject to these backup
withholding and reporting requirements. These holders should nevertheless
complete the Substitute Form W-9 above, and check the box in Part 2 of the
Substitute Form W-9, to avoid possible erroneous backup withholding. A foreign
person may qualify as an exempt recipient by submitting a properly completed IRS
Form W-8, signed under penalties of perjury, attesting to that holder's exempt
status. Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
Backup withholding is not an additional U.S. Federal income tax.
Rather, the U.S. Federal income tax liability of a person 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.
10 WAIVER OF CONDITIONS. HLI Operating Company, Inc.'s obligation
to complete the Exchange Offer is subject to the conditions described in the
Prospectus under the caption "The Exchange Offer - Conditions to the Exchange
Offer." These conditions are for our benefit only and we may assert them
regardless of the circumstances giving rise to any condition. We may also waive
any condition in whole or in part at any time in our sole discretion. Our
failure at any time to exercise any of the foregoing rights will not constitute
a waiver of that right and each right is an ongoing right that we may assert at
any time.
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11 NO CONDITIONAL TENDERS. No alternative, conditional or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, waive any right to receive notice of
the acceptance of Old Notes for exchange.
12 LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
check the box above regarding lost, destroyed or stolen certificates and
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen certificate(s) have been followed.
13 TRANSFER TAXES. You will not be obligated to pay any transfer
taxes in connection with the tender of Old Notes in the Exchange Offer unless
you instruct us to register New Notes in the name of, or request that Old Notes
not tendered or not accepted in the Exchange Offer be returned to, a person
other than the registered tendering holder. In those cases, you will be
responsible for the payment of any applicable transfer tax. If satisfactory
evidence of payment of these taxes or an exemption from payment is not submitted
with this Letter of Transmittal, no certificates for New Notes will be issued
until such evidence is received by the Exchange Agent.
IMPORTANT: UNLESS YOU COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES
DESCRIBED ABOVE, THIS LETTER OF TRANSMITTAL (OR A FACSIMILE OF THIS LETTER OF
TRANSMITTAL), OR, IN THE CASE OF OLD NOTES TENDERED BY BOOK-ENTRY TRANSFER TO
THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY, AN AGENT'S MESSAGE
INSTEAD OF THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION OF THE EXCHANGE
OFFER.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00- 0000000. The table below will help determine the number to
give the payer.
====================================================================================================================================
GIVE THE
GIVE THE EMPLOYER
SOCIAL SECURITY IDENTIFICATION
FOR THIS TYPE OF ACCOUNT NUMBER OF - FOR THIS TYPE OF ACCOUNT NUMBER OF -
====================================================================================================================================
1. An individual's account The individual 9. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the account
title.)(5)
2. Two or more individuals The actual owner of the account 10. Corporate account The corporation
(joint account) or, if combined funds, the first
individual on the account(1)
3. Husband and wife (joint account) The actual owner of the account 11. Religious, charitable or The organization
or, individual if joint funds, educational organization
the first on the account(1) account
4. Custodian account of a minor The minor(2) 12. Partnership account held The partnership
(Uniform Gift to Minors Act) in the name of the business
5. Adult and minor (joint account) The adult or, if the minor is the 13. Association, club or other The organization
only contributor, the minor(1) tax exempt organization
6. Account in the name of guardian The ward, minor or incompetent 14. A broker or registered The broker or nominee
or committee for a designated person(3) nominee
ward, minor or incompetent
person
7. a. The usual revocable savings The grantor-trustee(1) 15. Account with the Department The public entity
trust account (grantor is also of Agriculture in the name
trustee) of a public entity (such as
a State or local government,
b. So-called trust account that The actual owner(1) school district, or prison)
not a legal or valid trust under that receives agricultural
state law program payments
8. Sole proprietorship account The owner (4)
====================================================================================================================================
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the individual name, business name or "doing business as" name of
the owner. Use either individual's social security number or business's
employer identification number (if it has one).
(5) List first and circle the name of the legal trust, estate or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(A), or an individual
retirement plan.
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
o An international organization or any agency, or instrumentality
thereof.
o A dealer required to register in securities or commodities registered
in the U.S. or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(1).
o An entity registered at all times under the Investment Company Act of
1940.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to with
holding under section 1441.
o Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident alien partner.
o Payments of patronage dividends where the amount received is not paid
in money.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
o Payment of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and
is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
o Payments described in section 6049(b)(5) to non-resident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM. Certain payments other than interest, dividends,
and patronage dividends, that are not subject to information reporting are also
not subject to backup withholding. For details, see the regulations under
sections 6041, 6041A(a), 6045, and 6050A.
PRIVACY ACT NOTICE.-Section 6109 requires most recipients of dividend, interest
or other payments to give taxpayer identification numbers to payers who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Beginning January 1, 1993, payers must generally withhold 31% of
taxable interest, dividend and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.-If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.-If you fail to
include any portion of an includible payment for interest, dividends or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.-If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.