EXHIBIT 99.1
LETTER OF TRANSMITTAL
TITAN INTERNATIONAL, INC.
OFFER FOR ALL OUTSTANDING
8% SENIOR UNSECURED NOTES DUE 2012
IN EXCHANGE
FOR
8% SENIOR UNSECURED NOTES DUE 2012
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
(THE "EXCHANGE OFFER")
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___________,
2007, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY
TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
TO:
U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT
By Mail, By Hand or Overnight Delivery: By Facsimile for Eligible
U.S. Bank National Association Institutions:
[Address] (___) ________
For Information, Call:
Attn: ______________ (___) _______
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OR TELEX, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. Except as otherwise
provided herein, all signatures on this Letter of Transmittal must be guaranteed
in accordance with the procedures set forth herein. See Instruction 1.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE EXCHANGE OFFER CONSIDERATION
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
This Letter of Transmittal is to be used only if 8% Senior Unsecured Notes
due 2012 (the "Securities" or the "Old Notes") of Titan International, Inc., an
Illinois corporation (the "Company"), are to be physically delivered to the
Exchange Agent or delivered by book-entry transfer to the Exchange Agent's
account at The Depository Trust Company ("DTC") (a "Book-Entry Transfer
Facility") pursuant to the book-entry transfer procedures set forth in the
Prospectus of the Company dated _____ 2007 (as the same may be amended or
supplemented from time to time, the "Prospectus") under the heading "The
Exchange Offer -- Procedure for Tendering Outstanding Notes" and "-- Book-Entry
Transfer." See Instruction 2. Delivery of documents to a Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent, or who
cannot complete the procedure for book-entry transfer, prior to the Expiration
Date, may nevertheless tender their Old Notes in accordance with the guaranteed
delivery procedures set forth in the Prospectus under the heading "The Exchange
Offer -- Procedure for Tendering Outstanding Notes" and "-- Guaranteed Delivery
Procedures." See Instruction 2.
All capitalized terms used herein and not otherwise defined herein are used
herein with the meanings ascribed to them in the Prospectus.
HOLDERS WHO WISH TO TENDER THEIR OLD NOTES MUST, AT A MINIMUM, COMPLETE
COLUMNS (1) THROUGH (3) IN THE BOX BELOW ENTITLED "DESCRIPTION OF SECURITIES
TENDERED" AND SIGN IN THE APPROPRIATE BOX THAT FOLLOWS. If only those columns
are completed, the holder will be deemed to have tendered all the Old Notes,
listed in the table. If a holder wishes to tender less than all of such Old
Notes, column (4) must be completed in full, and such holder should refer to
Instruction 5.
DESCRIPTION OF SECURITIES TENDERED
(1) (3) (4)
NAME(S) AND ADDRESS(ES) OF HOLDER(S) TOTAL PRINCIPAL PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK, EXACTLY AS (2) AMOUNT OF TENDERED (IF LESS
NAME(S) APPEAR(S) ON SECURITIES SECURITY NUMBER(S)* SECURITIES** THAN ALL)**
- ------------------------------------- ------------------- --------------- -----------------
TOTAL:
- ----------
* Need not be completed by holders tendering by book-entry transfer (see
below).
** Completion of column (3) will constitute the tender by you of all
Securities delivered unless otherwise specified in column (4). See
Instruction 5.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE EXCHANGE AGENT'S ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution: _________________________________________________
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _______________________________________________
Window Ticket No. (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:
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the undersigned hereby acknowledges he has received
and reviewed the Prospectus and this Letter of Transmittal relating to the
Company's offer to exchange (the "Exchange Offer") the Old Notes for 8% Senior
Unsecured Notes due 2012 (the "New Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and otherwise upon
the terms and subject to the conditions set forth in the Prospectus. The
undersigned hereby acknowledges that the undersigned will not be entitled to any
payment in respect of accrued and unpaid interest on the Securities tendered
herewith and accepted pursuant to the Exchange Offer.
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Securities
indicated above.
Subject to, and effective upon, the acceptance by the Company of the
principal amount of Securities tendered hereby for exchange pursuant to the
terms of the Exchange Offer, the undersigned hereby irrevocably sells, assigns
and transfers to, or upon the order of, the Company, all right, title and
interest in and to, and any and all claims in respect of or arising or having
arisen as a result of the undersigned's status as a holder of, all Securities
tendered hereby, waives any and all rights with respect to the Securities
tendered hereby (including, without limitation, the undersigned's waiver of any
existing or past defaults and their consequences with respect to the Securities)
and releases and discharges any obligor or parent of any obligor of the
Securities from any and all claims the undersigned may have now, or may have in
the future, arising out of or related to the Securities, including, without
limitation, any claims that the undersigned is entitled to receive additional
principal or interest payments with respect to the Securities or to participate
in any redemption or defeasance of the Securities. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent (with full knowledge
that the Exchange Agent also acts as agent of the Company) as the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Securities, with full power of substitution (such power-of-attorney being deemed
to be an irrevocable power coupled with an interest) to (a) deliver such
Securities, or transfer ownership of such Securities on the account books
maintained by a Book-Entry Transfer Facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Company, (b) present such Securities for transfer on the books of the Company,
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Securities, all in accordance with the terms of the Exchange
Offer.
The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, sell, assign and transfer the Securities
tendered hereby, and that when such Securities are accepted for exchange by the
Company, the Company will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
that none of such Securities will be subject to any adverse claim or right; (ii)
the undersigned owns the Securities being tendered hereby and is entitled to
tender such Securities as contemplated by the Exchange Offer, all within the
meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (iii) the undersigned has no arrangement or understanding with
any person to participate in a distribution of New Notes, (iv) if the
undersigned is a broker-dealer, the undersigned acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of New Notes received in respect of Old Notes
pursuant to the Exchange Offer and (v) the tender of such Securities complies
with Rule 14e-4. The undersigned, upon request, will execute and deliver all
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the sale, assignment and transfer of the Securities
tendered hereby.
The undersigned understands that tenders of Securities pursuant to any of
the procedures described in the Prospectus under the caption "The Exchange Offer
- -- Procedure for Tendering Outstanding Notes" and in the instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of the
Exchange Offer. The Company's acceptance of such Securities for exchange
pursuant to the terms of the Exchange Offer will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Exchange Offer. The undersigned has read and agrees to all
terms and conditions of the Exchange Offer. Delivery of the enclosed Securities
shall be effected, and risk of loss and title of such Securities shall pass,
only upon proper delivery thereof to the Exchange Agent.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives. SECURITIES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE. See the information set forth under the heading "The Exchange Offer --
Withdrawal Rights" in the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the New Notes with respect to Securities accepted
for exchange, and return any certificates for Securities not tendered or not
accepted for exchange, in the name(s) of the registered holder(s) appearing in
the box entitled "Description of Securities Tendered" (and, in the case of
Securities tendered by book-entry transfer, by credit to the account at the
Book-Entry Transfer Facility designated above). Similarly, unless otherwise
indicated herein in the box entitled "Special Delivery Instructions," please
deliver the New Notes with respect to Securities accepted for exchange, together
with any certificates for Securities not tendered or not accepted for exchange
(and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing in the box entitled "Description of Securities
Tendered." If both the "Special Payment Instructions" box and the "Special
Delivery Instructions" box are completed, please issue the New Notes with
respect to any Securities accepted for exchange, and return any certificates for
Securities not tendered or not accepted for exchange, in the name(s) of, and
deliver such New Notes and any such certificates to, the person(s) at the
address(es) so indicated. Please credit any Securities tendered hereby and
delivered by book-entry transfer, but which are not accepted for exchange, by
crediting the account at the Book-Entry Transfer Facility designated above.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8) (SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the payment To be completed ONLY if certificates for
of accrued and unpaid interest due on Securities in a principal amount not
the Old Notes accepted for exchange Tendered or not accepted for exchange,
and/or certificates for Securities in and/or the certificates representing the
a principal amount not tendered or New Notes, are to be sent to someone
not accepted for exchange, and/or the other than the undersigned, or to the
certificates representing the New undersigned at an address other than
Notes, are to be issued in the name that shown above.
of someone other than the undersigned
or if Securities delivered by Deliver: [ ] Securities
book-entry transfer not accepted for [ ] New Notes to:
purchase are to be returned by credit
to a participant number maintained at Name: __________________________________
the Book-Entry Transfer Facility (Please Print)
other than the participant number
indicated above. Address: _______________________________
________________________________________
Issue: [ ] Securities (Including Zip Code)
[ ] New Notes to:
Please complete the Substitute
Name: _______________________________ Form W-9 below.
(Please Print)
Address: ____________________________
_____________________________________
(Including Zip Code)
Wire Transfer Instructions:
_____________________________________
_____________________________________
_____________________________________
Please complete the Substitute Form W-9 below.
SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF SECURITIES REGARDLESS OF WHETHER
SECURITIES ARE BEING PHYSICALLY DELIVERED HEREWITH)
x ______________________________________________________________________________
x ______________________________________________________________________________
Signature(s) of Holder(s) and Authorized Signatory Date: __________, 2007
Must be signed by the registered holder(s) of the Securities tendered hereby
exactly as their name(s) appear(s) on the certificate(s) for such Securities or,
if tendered by a participant in one of the Book-Entry Transfer Facilities,
exactly as such participant's name appears on a security position listing as the
owner of the Securities, or by person(s) authorized to become registered
holder(s) by endorsements and documents transmitted with this Letter of
Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, agent or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 6.
Name(s): _______________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No. ____________________________________________________
Tax Identification Number or Social Security Number ____________________________
Wire Transfer Instructions _____________________________________________________
________________________________________________________________________________
SIGNATURE GUARANTEE (See Instructions 1 and 6 below)
________________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)
________________________________________________________________________________
(Address (including zip code) and Telephone Number (including area code) of
Eligible Institution)
________________________________________________________________________________
(Authorized Signature)
________________________________________________________________________________
(Printed Name)
________________________________________________________________________________
(Title)
Date: _____________, 2007
PAYOR'S NAME: TITAN INTERNATIONAL, INC.
SUBSTITUTE NAME/ADDRESS:
FORM W-9
DEPARTMENT OF PART 1(A) -- PLEASE PROVIDE TIN ___________________________
THE TREASURY YOUR TIN IN THE BOX AT RIGHT (Social Security Number or
INTERNAL AND CERTIFY BY SIGNING AND Employer Identification Number)
REVENUE SERVICE DATING BELOW
PART 1(B) -- PLEASE CHECK THE BOX AT THE RIGHT IF YOU
HAVE APPLIED FOR AND ARE AWAITING RECEIPT OF YOUR TIN
OR INTEND TO APPLY FOR A TIN IN THE NEAR FUTURE [ ]
PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE
WRITE "EXEMPT" HERE
(SEE INSTRUCTIONS) _________________
PAYOR'S REQUEST FOR PART 3 -- CERTIFICATION UNDER PENALTIES OF PERJURY, I
TAXPAYER IDENTIFICATION CERTIFY THAT (X) the number shown on this form is my
NUMBER ("TIN") correct TIN (or I am waiting for a number to be issued
AND CERTIFICATION to me), and (Y) I am not subject to backup withholding
because: (a) I am exempt from backup withholding, or
(b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding.
SIGNATURE DATE
----------------------------- -----------------
You must cross out Item (Y) of Part 3 above if you have been notified by
the IRS that you are currently subject to backup withholding because of under
reporting 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, do not cross out Item (Y) of Part 3. (Also see Certification under
Specific Instructions in the enclosed Guidelines.)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE 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. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
by a commercial bank or trust company having an office or correspondent in the
United States or by any other "Eligible Guarantor Institution" as such term is
defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being
referred to herein as an "Eligible Institution") unless (a) this Letter of
Transmittal is signed by the registered holder of the Securities tendered
herewith (or by a participant in one of the Book-Entry Transfer Facilities whose
name appears on a security position listing as the owner of such Securities) and
neither the "Special Payment Instructions" box nor the "Special Delivery
Instructions" box of this Letter of Transmittal has been completed or (b) such
Securities are tendered for the account of an Eligible Institution. See
Instruction 6.
2. Delivery of Letter of Transmittal and Securities; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be used only if Securities tendered
hereby are to be physically delivered to Exchange Agent or
delivered by book-entry transfer to the Exchange Agent's account at a Book-Entry
Transfer Facility pursuant to the procedures set forth in the Prospectus under
the heading "The Exchange Offer -- Book-Entry Transfer." All physically tendered
Securities or confirmations of, or an Agent's Message with respect to,
book-entry transfer into the Exchange Agent's account with a Book-Entry Transfer
Facility, together with a properly completed and validly executed Letter of
Transmittal (or facsimile or electronic copy thereof or an electronic agreement
to comply with the terms thereof) and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at one of its
addresses set forth on the cover page hereof prior to the Expiration Date. If
Securities are forwarded to the Exchange Agent in multiple deliveries, a
properly completed and validly executed Letter of Transmittal must accompany
each such delivery. The Company may elect to waive receipt of a written Letter
of Transmittal if delivery is properly effected through a Book-Entry Transfer
Facility.
If a holder desires to tender Securities pursuant to the Exchange Offer and
(a) certificates representing such Securities are not immediately available, (b)
time will not permit this Letter of Transmittal, certificates representing such
Securities and all other required documents to reach the Exchange Agent prior to
the Expiration Date, or (c) the procedures for book-entry transfer cannot be
completed prior to the Expiration Date, such holder may effect a tender of
Securities in accordance with the guaranteed delivery procedure set forth in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
Pursuant to such procedure:
(a) such tender must be made by or through an Eligible Institution;
(b) prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution, at one of the addresses of the Exchange Agent
set forth on the cover page hereof, a properly completed and validly executed
Notice of Guaranteed Delivery (by telegram, facsimile, mail or hand delivery)
substantially in the form provided by the Company, setting forth the name and
address of the registered holder and the principal amount or number of
Securities being tendered and stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days after the
date of the Notice of Guaranteed Delivery, this Letter of Transmittal validly
executed (or a facsimile hereof), together with certificates evidencing the Old
Notes (or confirmation of, or an Agent's Message with respect to, book-entry
transfer of such Old Notes into the Exchange Agent's account with a Book-Entry
Transfer Facility), and any other documents required by this Letter of
Transmittal and these instructions, will be deposited by such Eligible
Institution with the Exchange Agent; and
(c) this Letter of Transmittal or a facsimile hereof, properly completed
and validly executed, with any required signature guarantees, certificates
representing the Securities in proper form for transfer (or confirmation of
book-entry transfer into the Exchange Agent's account with a Book-Entry Transfer
Facility) and all other documents required by this Letter of Transmittal must be
received by the Exchange Agent within three New York Stock Exchange trading days
after the date of such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SECURITIES AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, THE MAILING SHOULD BE
MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE, TO PERMIT DELIVERY TO THE
EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS OF SECURITIES WILL BE ACCEPTED. BY EXECUTION OF THIS LETTER OF
TRANSMITTAL (OR A FACSIMILE HEREOF), ALL TENDERING HOLDERS WAIVE ANY RIGHT TO
RECEIVE ANY NOTICE OF THE ACCEPTANCE OF THEIR SECURITIES FOR PAYMENT.
3. Inadequate Space. If the space provided herein under "Description of
Securities Tendered" is inadequate, the certificate numbers of the Securities
and the principal amount of Securities tendered should be listed on a separate
schedule and attached hereto.
4. Withdrawal of Tenders. Tenders of Old Notes may be withdrawn at any time
until 5:00 p.m., New York City time, on the Expiration Date. Thereafter, such
tenders are irrevocable.
Holders who wish to exercise their right of withdrawal with respect to a
Exchange Offer must give written notice of withdrawal, delivered by mail or hand
delivery or facsimile transmission, to the Exchange Agent prior to the
Expiration Date or at such other time as otherwise provided for herein. In order
to be effective, a notice of withdrawal must specify the name of the person who
deposited the Old Notes to be withdrawn (the "Depositor"), the name in which the
Old Notes are registered, if different from that of the Depositor, and the
principal amount of the Old Notes to be withdrawn prior to the physical release
of the certificates to be withdrawn. If tendered Old Notes to be withdrawn have
been delivered or identified through confirmation of book-entry transfer to the
Exchange Agent, the notice of withdrawal also must specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with withdrawn
Old Notes. The notice of withdrawal must be signed by the registered holder of
such Old Notes in the same manner as the applicable Letter of Transmittal
(including any required signature guarantees), or be accompanied by evidence
satisfactory to the Company that the person withdrawing the tender has succeeded
to the beneficial ownership of such Old Notes. Withdrawals of tenders of Old
Notes may not be rescinded, and any Old Notes withdrawn will be deemed not
validly tendered thereafter for purposes of the Exchange Offer. However,
properly withdrawn Old Notes may be tendered again at any time prior to the
Expiration Date by following the procedures for tendering not previously
tendered Old Notes described elsewhere herein.
If the Company is delayed in its acceptance for conversion and payment for
any Old Notes or is unable to accept for conversion or convert any Old Notes
pursuant to the Exchange Offer for any reason, then, without prejudice to the
Company's rights hereunder, tendered Old Notes may be retained by the Exchange
Agent on behalf of the Company and may not be withdrawn (subject to Rule
13e-4(f)(5) under the Exchange Act, which requires that the issuer making the
tender offer pay the consideration offered, or return the tendered securities,
promptly after the termination or withdrawal of a tender offer), except as
otherwise permitted hereby.
5. Partial Tenders (Not applicable to holders who tender by book-entry
transfer). Tenders of Securities must be $2,000 in principal amount or any
integral multiples of $1,000 in excess thereof. The aggregate principal amount
of all Securities delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If tenders of Securities are made with
respect to less than the entire principal amount of Securities delivered
herewith, certificate(s) for the principal amount of Securities not tendered
will be issued and sent to the registered holder, unless otherwise specified in
the "Special Payment Instructions" or "Special Delivery Instructions" boxes in
this Letter of Transmittal.
6. Signatures on Letter of Transmittal; Bond Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the
Securities tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates representing such Securities without
alteration, enlargement or any other change whatsoever. If this Letter of
Transmittal is signed by a participant in one of the Book-Entry Transfer
Facilities whose name is shown on a security position listing as the owner of
the Securities tendered hereby, the signature must correspond with the name
shown on the security position listing as the owner of the Securities.
If any Securities tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any Securities tendered hereby are registered in the names of different
holders, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal, and any necessary accompanying documents, as there are
different registrations of such Securities.
If this Letter of Transmittal is signed by the registered holder of
Securities tendered hereby, no endorsements of such Securities or separate bond
powers are required, unless the New Notes are, or Securities not tendered or not
accepted for exchange, are to be issued in the name of a person other than the
registered holder(s), in which case the Securities tendered hereby must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on such Securities
(and with respect to a participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Securities, exactly as
the name(s) of the participant(s) appear(s) on such security position listing as
the owner of the Securities). Signatures on such Securities and bond powers must
be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Securities tendered hereby, the Securities must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as
the name(s) of the registered holder(s) appear(s) on the certificates
representing such Securities. Signatures on such Securities and bond powers must
be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any Securities or bond powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of such person's authority so to act must be submitted with this
Letter of Transmittal.
7. Transfer Taxes. Except as otherwise provided in this Instruction 7, the
Company will pay all transfer taxes with respect to the delivery and conversion
of Securities pursuant to the Exchange Offer. If, however, issuance of the New
Notes, or Securities not tendered or not accepted for exchange, are to be issued
in the name of a person other than the registered holder(s), the amount of any
transfer taxes (whether imposed on the registered holder(s), such other person
or otherwise) payable on account of the transfer to such other person must be
paid by such other person unless evidence satisfactory to the Company of the
payment of such taxes, or exemption therefrom, is submitted. Except as provided
in this Instruction 7, it will not be necessary for transfer tax stamps to be
affixed to the Securities tendered hereby.
8. Special Payment and Delivery Instructions. If the New Notes with respect
to any Securities tendered hereby, or Securities not tendered or not accepted
for exchange, are to be issued in the name of a person other than the person(s)
signing this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal but at an address other than that shown in the box entitled
"Description of Securities Tendered," the appropriate boxes in this Letter of
Transmittal must be completed. All Securities tendered by book-entry transfer
and not accepted for exchange will be returned by crediting the account at the
Book-Entry Transfer Facility designated above as the account from which such
Securities were delivered.
9. Taxpayer Identification Number. Each tendering holder is required to
provide the Exchange Agent with the holder's correct taxpayer identification
number ("TIN"), generally, the holder's social security or federal employer
identification number, on Substitute Form W-9, which is provided above, and to
certify whether such person is subject to backup withholding of federal income
tax.
A holder must cross out Item (Y) of Part 3 in the certification box of
Substitute Form W-9 if such holder is subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
holder to 28% federal income tax backup withholding on the reportable payments
made to the holder or other payee with respect to Securities exchanged pursuant
to the Exchange Offer. The box in Part 1(b) of the form should 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 1(b) is checked and
the Exchange Agent is not provided with a TIN within 60 days, thereafter the
Exchange Agent will hold 28% of all reportable payments until a TIN is provided
to the Exchange Agent. Certain holders, such as corporations, are exempt from
backup withholding. An exempt holder should complete Part 1(a) showing the
holder's correct TIN, write "Exempt" in the box in Part 2 and sign and date the
form.
10. Conflicts. In the event of any conflict between the terms of the
Prospectus and the terms of this Letter of Transmittal, the terms of the
Prospectus will control.
11. Mutilated, Lost, Stolen or Destroyed Securities. Any holder of
Securities, whose Securities have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the addresses indicated above for further
instructions.
12. Requests for Assistance or Additional Copies. Requests for assistance
may be directed to the Exchange Agent at its address set forth below or from the
tendering registered holder's broker, dealer, commercial bank or trust company.
Additional copies of the Prospectus, this Letter of Transmittal, the Notice of
Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from the Exchange
Agent.
13. Determination of Validity. All questions as to the form of all
documents, the validity (including time of receipt) and acceptance of tenders of
the Old Notes will be determined by the Company, in its sole discretion, the
determination of which shall be final and binding. Alternative, conditional or
contingent tenders of Old Notes will not be considered valid. The Company
reserves the absolute right to reject any or all tenders of Old Notes that are
not in proper form or the acceptance of which, in the Company's opinion, would
be unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. If the
Company waives its right to reject a defective tender of Old Notes, the holder
will be entitled to the New Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in the Letter of
Transmittal) will be final and binding. Any defect or irregularity in connection
with tenders of Old Notes must be cured within such time as the Company
determines, unless waived by the Company. Tenders of Old Notes shall not be
deemed to have been made until all defects and irregularities have been waived
by the Company or cured. None of the Company, the Exchange Agent or any other
person will be under any duty to give notice of any defects or irregularities in
tenders of Old Notes, or will incur any liability to holders for failure to give
any such notice.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a holder whose tendered Securities are
accepted for exchange is required by law to provide the Exchange Agent (as
payor) with such holder's correct TIN on Substitute Form W-9 above. If such
holder is an individual, the TIN is his or her social security number. If the
Exchange Agent is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and certain payments may be subject to
backup withholding.
Certain holders (including, among others, corporations) are not subject to
these backup withholdings and reporting requirements. Exempt holders should
indicate their exempt status on Substitute Form W-9. In order for a foreign
individual to qualify as an exempt recipient, such individual must submit a
statement, signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Exchange Agent.
See the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
28% of any reportable payments made to the holder or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on reportable payments made with respect to
securities accepted for conversion pursuant to the Exchange Offer, the holder is
required to notify the Exchange Agent of such holder's correct TIN by completing
the form above, certifying that the TIN provided on the Substitute From W-9 is
correct (or that such holder is awaiting a TIN) and that (a) such holder is
exempt from backup withholding, (b) such holder has not been notified by the
Internal Revenue Service that he is subject to backup withholding as a result of
a failure to report all interest or dividends or (c) the Internal Revenue
Service has notified such holder that such holder is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the holder of the
Securities tendered hereby. If the Securities are held in more than one name or
are not held in the name of the actual owner, consult the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
The Exchange Agent for the Exchange Offer is:
U.S. Bank National Association
[Address]
Attn: _______
BANKERS AND BROKERS AND OTHERS CALL: (___) _________