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WITHDRAWN AT ANY TIME PRIOR TO EXPIRATION OR TERMINATION OF THE EXCHANGE OFFER.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 and 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 procedures described in
the Prospectus under the caption "The Exchange Offer - Book-Entry
Transfer," and sending 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
AGGREGATE
DESCRIPTION OF OLD NOTES TENDERED PRINCIPAL PRINCIPAL
NAME AND ADDRESS CERTIFICATE AMOUNT OF OLD AMOUNT
OF REGISTERED HOLDER NUMBER(s)* NOTE(s) TENDERED**
--------------------------------- --------------- --------------- ---------------
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TOTAL:
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* 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.
2
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.
3
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, if any, 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 of the interest payment 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; SEE INSTRUCTION 9)
(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.
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SIGNATURE(s) OF HOLDER(s)
DATED: , 2003
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NAME(s)
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(PLEASE PRINT)
CAPACITY
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ADDRESS
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(ZIP CODE)
TAX IDENTIFICATION OR
SOCIAL SECURITY NO.
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(SEE INSTRUCTION 9)
AREA CODE AND TELEPHONE NO.
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SIGNATURE(s) GUARANTEED
(SEE INSTRUCTION 2, IF REQUIRED)
ELIGIBLE GUARANTOR INSTITUTION
------------------------------------
OFFICIAL SIGNATURE
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DATED: , 2003
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PAYER'S NAME: U.S. BANK NATIONAL ASSOCIATION
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SUBSTITUTE PART 1-- PLEASE PROVIDE YOUR TIN IN THE BOX ON THE RIGHT AND Social Security Number
FORM W-9 CERTIFY BY SIGNING AND DATING BELOW (IF AWAITING TIN, WRITE
"APPLIED FOR" AND CHECK THE BOX IN PART 4.) OR
DEPARTMENT OF THE ----------------------
TREASURY Employer Identification
INTERNAL REVENUE SERVICE Number
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PART 2-- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
(See Page 2 of enclosed Guidelines) __________________
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PART 3--CERTIFICATION -- Under penalties of perjury, I certify that:
PAYER'S REQUEST FOR (1) The number shown on this form is my correct taxpayer PART 4--
TAXPAYER IDENTIFICATION identification number (or I am waiting for a number to be
NUMBER (TIN) AND issued to me), Awaiting TIN [ ]
CERTIFICATION
(2) I am not subject to backup withholding because (a) I am exempt
from backup withholding, (b) I have not been notified by
the Internal Revenue Service (the "IRS") that I am subject
to backup withholding as a result of failure to report all
interest or dividends, or (c) the IRS has notified me that
I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
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CERTIFICATION INSTRUCTIONS-- You must cross out item (2) in Part 3 above if you have been
PART 5-- notified by the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
CHECK APPROPRIATE BOX:
THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
[ ] Individual/Sole CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
Proprietor
SIGNATURE DATE
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[ ] Corporation NAME
--------------------------------------------------------------------
BUSINESS NAME
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[ ] Partnership ADDRESS
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CITY STATE ZIP CODE
-------------------------------- ---------- ---------
[ ] Other:
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 4 OF SUBSTITUTE FORM W-9
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PAYER'S NAME: U.S. Bank National Association
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 28%
of all reportable payments made to me thereafter will be withheld until I
provide such a number.
- ----------------------------------------- -----------------------------------
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 OR AN
APPROPRIATE FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY
REPORTABLE PAYMENTS.
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 Letter of
Transmittal or a facsimile of the Letter of Transmittal, with any required
signature guarantees, and a 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 -- these documents may be sent by overnight courier,
registered or certified mail, facsimile transmission or hand delivery to the
Exchange Agent's address set forth above, and if you elect to use this
procedure, you must guarantee that within three New York Stock Exchange, Inc.
("NYSE") trading days after the date of execution of the notice of guaranteed
delivery, the certificates for all tendered Old Notes, in proper form for
transfer, or a book-entry transfer, as the case may be, and any other documents
required by the Letter of Transmittal, will be received by the Exchange Agent
from such Eligible Guarantor Institution; and (3) the Exchange Agent receives
the certificates for all tendered Old Notes, in proper form for transfer, or a
book-entry transfer, as the case may be, and all other documents required by the
Letter of Transmittal within three NYSE trading days after the date of execution
of the Notice of Guaranteed Delivery.
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 on all parties. 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 promptly 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 powers of attorney, in either case, signed exactly
as the name or names of the registered holder(s) that appears on the
certificates for the Old Notes.
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 on all parties. 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 on all
parties. 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 BACKUP WITHHOLDING; SUBSTITUTE FORM W-9; FORMS W-8. Under U.S.
federal income tax law, a holder whose tendered Old Notes are accepted for
exchange is generally required to provide the Exchange Agent with the holder's
correct taxpayer identification number ("TIN") on the Substitute Form W-9 above.
If the Exchange Agent is not provided with the correct TIN on Substitute Form
W-9, the IRS may subject the holder to a $50 penalty. In addition, reportable
payments paid to such holders after the Exchange Offer may be subject to 28%
backup withholding. To prevent backup withholding, each tendering holder must
provide such holder's correct TIN by completing the Substitute Form W-9,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder
has not been notified by the IRS that such holder is subject to backup
withholding as a result of a failure to report all interest or dividends, or
(iii) the IRS has notified the holder that such holder is no longer subject to
backup withholding.
The box in Part 4 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. Consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
instructions on applying for a TIN. If the box in Part 4 is checked, the holder
must also complete the Certificate of Awaiting Taxpayer Identification Number
above in order to avoid backup withholding. If the holder does not provide such
holder's TIN to the Exchange Agent within 60 days, 28% of all reportable
payments made thereafter will be withheld and remitted to the IRS until a
correct TIN is provided.
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 to avoid possible erroneous backup
withholding. In order for a nonresident alien individual or foreign entity to
qualify as an exempt recipient, such person must submit an appropriate completed
IRS Form W-8 (Form W-8BEN, Form W-8ECI, Form W-8EXP or Form W-8IMY), signed
under penalties of perjury, attesting to that holder's exempt status. Such
holders should consult a tax advisor to determine which Form W-8 is appropriate.
Such forms can be obtained from the Exchange Agent or at the IRS website at
http://www.irs.gov. 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 backup withholding
results in an overpayment of taxes, a refund may be obtained provided that the
required information is furnished to the IRS.
HLI Operating Company, Inc. reserves the right in its sole discretion
to take whatever steps are necessary to comply with its obligations regarding
backup withholding.
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 in our reasonable discretion. All conditions,
other than those involving receipt of governmental approvals, must be satisfied
or waived prior to acceptance of the Old Notes for exchange. 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.
11
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 such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
tendering holder.
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.
12
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 SOCIAL GIVE THE TAXPAYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: SECURITY NUMBER OF - FOR THIS TYPE OF ACCOUNT: NUMBER OF -
- ----------------------------------------------------------------------------------------------------------------------------------
1. Individual The individual 6. A valid trust, estate The legal entity (Do not furnish the
or pension trust taxpayer identification number of the
personal representative or trustee
unless the legal entity itself is not
designated in the account title)(4)
- ----------------------------------------------------------------------------------------------------------------------------------
2. Two or more individuals The actual owner of the 7. Corporate or LLC The corporation or LLC
(joint account) account or, if combined electing corporate
funds, the first individual status on Form 8832
on the account(1)
- ----------------------------------------------------------------------------------------------------------------------------------
3. Custodian account The minor(2) 8. Association, club, The organization
of a minor (Uniform religious, charitable,
Gift to Minors Act) educational, or other
tax-exempt organization
- ----------------------------------------------------------------------------------------------------------------------------------
4. a. The usual revocable The grantor-trustee(1) 9. Partnership or multi- The partnership
saving trust (grantor member LLC not electing
is also trustee) corporate status on
Form 8832
- ----------------------------------------------------------------------------------------------------------------------------------
b. So-called trust The actual owner(1) 10. A broker or The broker or nominee
account that is not registered nominee
a legal or valid
trust under state law
- ----------------------------------------------------------------------------------------------------------------------------------
5. Sole proprietorship The owner(3) 11. Account with the The public entity
account or single-owner Department of
LLC disregarded as Agriculture in the
an entity separate from name of a public
its owner under Treas. entity (such as a state
Reg. ss. 301.7701-3. or local government,
school district, or
prison) that receives
agricultural program
payments
- ----------------------------------------------------------------------------------------------------------------------------------
(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 Social Security number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) You must show your individual name, but you may also enter your business
or "doing business" name. You may use either your Social Security number
or employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when more than one name is listed, the taxpayer
identification number will be considered to be that of the first name
listed.
RESIDENT ALIEN INDIVIDUALS: If you are a resident alien individual and you do
not have, and are not eligible to get, a Social Security number, your taxpayer
identification number is your individual taxpayer identification number ("ITIN")
as issued by the Internal Revenue Service. Enter it on the portion of the
Substitute Form W-9 where the Social Security number would otherwise be entered.
If you do not have an ITIN, see "How to Obtain a Number" below.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
NAME
If you are an individual, you must generally provide the name shown on your
Social Security card. However, if you have changed your last name, for instance,
due to marriage without informing the Social Security Administration of the name
change, enter your first name, the last name shown on your Social Security card,
and your new last name. If you are a sole proprietor, enter your individual name
as shown on your social security card on the "Name" line. You may enter your
business, trade, or "doing business" name on the "Business Name" line. If you
are a single-member LLC (including a foreign LLC with a domestic owner) that is
disregarded as an entity separate from its owner under Treas. Reg. ss.
301.7701-3, enter the owner's name on the "Name" line and enter the LLC's name
on the "Business Name" line. If you are not one of the above entities, enter
your business name as shown on required federal tax documents on the "Name"
line. You may enter your business, trade, or "doing business" name on the
"Business Name" line. Check the appropriate box in Part 5 for your status
(individual/sole proprietor, corporation, etc.).
HOW TO OBTAIN A NUMBER
If you do not have a taxpayer identification number or if you do not know your
taxpayer identification number, apply for one immediately. To obtain a Social
Security number (for individuals), obtain Form SS-5, Application for Social
Security Number Card, from your local Social Security Administration office or
on-line at www.ssa.gov/online/ss5.pdf and apply for a number. To obtain an
Employer Identification Number (for businesses and all other entities), obtain
Form SS-4, Application for Employer Identification Number, from the Internal
Revenue Service (the "IRS") by calling 1-800-TAX-FORM or on-line at www.irs.gov
and apply for a number. Resident alien individuals who are not eligible to get a
Social Security number and need an ITIN should obtain Form W-7, Application for
Individual Taxpayer Identification Number, from the IRS and apply for a number.
If you do not have a taxpayer identification number, write "Applied For" in the
space for the taxpayer identification number on the Substitute Form W-9, check
the box in Part 4, complete the accompanying certification, sign and date the
form, and give it to the payer. For interest and dividend payments and certain
payments made with respect to readily tradable instruments, you will generally
have 60 days to get a taxpayer identification number and give it to the payer
before you are subject to backup withholding on payments. Other payments are
subject to backup withholding without regard to the 60-day rule, until you
provide your taxpayer identification number. NOTE: Writing "Applied For" means
that you have already applied for a taxpayer identification number or that you
intend to apply for one soon.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding:
(1) An organization exempt from a tax under section 501(a) of the
Internal Revenue Code (the "Tax Code"), an individual retirement plan,
or a custodial account under section 403(b)(7) of the Tax Code if the
account satisfies the requirements of section 401(f)(2) of the Tax Code.
(2) The United States or any agency or instrumentality thereof.
(3) A state, the District of Columbia, a possession of the United
States, or any political subdivision or instrumentality thereof.
(4) A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
(5) An international organization or any agency or instrumentality
thereof.
The following is a list of payees that may be exempt from backup
withholding:
(6) A corporation.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the
U.S., the District of Columbia or a possession of the U.S.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a) of the
Tax Code.
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or
custodian.
(15) A trust exempt from tax under section 664 of the Tax Code or
described in section 4947 of the Tax Code.
For interest and dividends, all listed payees are exempt except the payee in
item (9). For broker transactions, payees listed in (1) through (13) and a
person registered under the Investment Advisers Act of 1940 who regularly acts
as a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except the following payments made to a
corporation and reportable on Form 1099-MISC are not exempt from backup
withholding: (a) medical and health care payments, (b) attorney's fees, and (c)
payments for services paid by a federal executive agency.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section
1441 of the Tax Code.
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 Section 404(k) distributions made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. NOTE: You
may be subject to backup withholding if this interest is $600 or more,
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 of the Tax Code.
o Payments described in section 6049(b)(5) of the Tax Code to
nonresident aliens.
o Payments on tax-free covenant bonds under section 1451 of the Tax
Code.
o Payments made by certain foreign organizations.
o Payments of mortgage or student loan interest paid to you.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE SUBSTITUTE FORM W-9 TO AVOID POSSIBLE
ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2 OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN
INDIVIDUAL, A FOREIGN OWNER OF A DOMESTIC DISREGARDED ENTITY, OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYER AN APPROPRIATE
COMPLETED FORM W-8.
Certain payments other than interest, dividends, and patronage dividends, which
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049,
6050A and 6050N of the Tax Code and the regulations thereunder.
PRIVACY ACT NOTICE. - Section 6109 of the Tax Code requires you to provide your
correct taxpayer identification number to persons who must file information
returns with the IRS to report interest, dividends, and certain other income
paid to you, mortgage interest you paid, the acquisition or abandonment of
secured property, cancellation of debt, or contributions you made to an IRA or
Archer MSA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. The IRS may also provide this
information to the Department of Justice for civil and criminal litigation, and
to cities, states, and the District of Columbia to carry out their tax laws. We
may also disclose this information to other countries under a tax treaty, or to
federal and state agencies to enforce federal nontax criminal laws and to combat
terrorism. You must provide your taxpayer identification number whether or not
you are required to file a tax return. Payers must generally withhold 28% of
taxable interest, dividend, and certain other payments to a payee who does not
give 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 correct taxpayer identification number to a requester, 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) 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.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. - Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS. - If the requester discloses or
uses taxpayer identification numbers in violation of federal laws, the requester
may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.