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EXHIBIT 99.1
LETTER OF TRANSMITTAL
GENERAL BINDING CORPORATION
OFFER TO EXCHANGE ITS
9 3/8% SENIOR SUBORDINATED NOTES
DUE 2008
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON __________,1998 (AS SUCH DATE AND TIME MAY BE EXTENDED, THE
"EXPIRATION DATE").
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed and delivered to:
First Union National Bank
By Mail: By Overnight Courier: By Hand:
First Union National Bank First Union National Bank First Union National Bank
Corporate Trust Reorganization Dept. Corporate Trust Reorganization 40 Broad Street
1525 West W.T. Harris Blvd., 3C3 Dept. 5th Floor, Suite 550
Charlotte, North Carolina 28288 1525 West W.T. Harris Blvd., 3C3 New York, New York 10004
Attn: Mike Klotz Charlotte, North Carolina 28262
Attn: Mike Klotz
By Facsimile Transmission:
(For Eligible Institutions Only):
(704) 590-7628
Confirm by Telephone
(704) 590-7408
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE
NUMBER OTHER THAN THAT SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 1998 (as the same may be amended or supplemented from time to time,
the "Prospectus") of General Binding Corporation, a Delaware corporation (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 in principal amount of its 9 3/8% Senior Subordinated Notes due 2008
("Exchange Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for each $1,000 in principal amount of
its outstanding 9 3/8% Senior Subordinated Notes due 2008 ("Notes"), of which
$150,000,000 aggregate principal
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amount are outstanding. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.
This Letter of Transmittal is to be completed either if (a)
certificates for Notes are to be delivered herewith or (b) tenders are to be
made pursuant to the procedures for tender by book-entry transfer set forth in
the Prospectus under "Exchange Offer -- Procedures for Tendering" and an
Agent's Message (as defined below) is not delivered. Certificates for Notes,
or book-entry confirmation of a book-entry transfer of such Notes into the
account of First Union National Bank (the "Exchange Agent") at The Depository
Trust Company ("DTC"), as well as this Letter of Transmittal (or a facsimile
copy hereof), properly completed and duly executed, with any required signature
guarantees, and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at its address set forth herein on or
prior to the Expiration Date or the guaranteed delivery procedures set forth in
Instruction 2 must be complied with. Tenders by book-entry transfer may also
be made by delivering an Agent's Message in lieu of this Letter of Transmittal.
The term "book-entry confirmation" means a confirmation of book-entry transfer
of Notes into the Exchange Agent's account at DTC. The term "Agent's Message"
means a message, transmitted by DTC to and received by the Exchange Agent and
forming a part of a book-entry confirmation, which states that DTC has received
an express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agrees to be bound by this Letter
of Transmittal and that the Company may enforce this Letter of Transmittal
against such participant.
If a registered holder (which term, for purposes of this document,
shall include a participant in the book- entry transfer facility system at DTC
whose name appears on a security position listing as the owner of the Notes)
desires to tender Notes and such Notes are not immediately available or time
will not permit all documents required by the Exchange Offer to reach the
Exchange Agent (or if the procedures for book-entry transfer cannot be
completed on a timely basis) prior to the Expiration Date, a tender may be
effected in accordance with the guaranteed delivery procedures set forth in
Instruction 2.
The undersigned hereby tenders to the Company, the aggregate principal
amount of Notes described in Box 1 below (the "Tendered Notes") in exchange for
a like aggregate principal amount of the Company's Exchange Notes which have
been registered under the Securities Act, upon the terms and subject to the
conditions described in the Prospectus and this Letter of Transmittal. The
undersigned is the registered holder of all the Tendered Notes and the
undersigned represents that it has received from each beneficial owner of
Tendered Notes ("Beneficial Owners") a duly completed and executed form of
"Instruction to Registered Holder from Beneficial Owner" accompanying this
Letter of Transmittal, instructing the undersigned to take the action described
in this Letter of Transmittal.
Subject to and effective upon the acceptance for exchange of the
Tendered Notes tendered herewith 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 such extension or amendment), the undersigned
hereby exchanges, assigns and transfers to, or upon the order of, the Company
all right, title and interest in, to and under the Tendered Notes.
Unless otherwise indicated under "Special Issuance Instructions" below
(Box 4), the undersigned hereby directs that the Exchange Notes exchanged for
the Tendered Notes be issued in the name(s) of the undersigned or, in the case
of a book-entry transfer of Notes, that such Exchange Notes be credited to the
account indicated below maintained at DTC. If applicable, substitute
certificates representing Notes not exchanged or not accepted for exchange will
be issued to the undersigned or, in the case of a book-entry transfer of Notes,
will be credited to the account indicated below maintained at DTC. Similarly,
unless otherwise indicated under "Special Delivery Instructions" below (Box 5),
please send or cause to be sent the
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certificates for Exchange Notes (and accompanying documents, as appropriate) to
the undersigned at the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the true and lawful agent and attorney in fact (with full
knowledge that the Exchange Agent is also acting as agent of the Company in
connection with the Exchange Offer) of the undersigned with respect to the
Tendered 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 Instruction 6, to (i) deliver certificates
for the Tendered Notes to the Company or cause ownership of the Tendered Notes
to be transferred to, or upon the order of, the Company, on the books of the
registrar for the Notes and deliver all accompanying evidences of transfer and
authenticity to, or transfer ownership of such Notes on the account books
maintained by DTC to, or upon the order of, the Company, upon receipt by the
Exchange Agent, as the undersigned's agent, of the Exchange Notes to be issued
in exchange for such Notes pursuant to the Exchange Offer, and (ii) receive for
the account of the Company all benefits and otherwise exercise all rights of
beneficial ownership of the Tendered Notes, all in accordance with the terms of
the Exchange Offer.
The undersigned understands that tenders of Notes pursuant to any one
of the procedures described in the Prospectus under the caption "Exchange Offer
- -- Procedures for Tendering" and in the instructions hereto will, upon the
Company's acceptance for exchange of such Tendered Notes, constitute a binding
agreement among the undersigned and the Company upon the terms and subject to
the conditions of the Exchange Offer, subject only to withdrawal of such
tenders on the terms set forth in Instruction 6. The undersigned recognizes
that, under certain circumstances set forth in the Prospectus, the Company may
not be required to accept for exchange any of the Tendered Notes. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any Beneficial Owner(s), and every obligation
of the undersigned or any Beneficial Owners hereunder shall be binding upon the
heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned
and such Beneficial Owner(s).
The undersigned hereby represents, warrants and agrees that the
undersigned has full power and authority to tender, exchange, sell, assign and
transfer the Tendered Notes and that the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances when the Tendered Notes are acquired by the Company as
contemplated herein, and the Tendered Notes are not subject to any adverse
claims or proxies. The undersigned warrants and agrees that the undersigned
and each Beneficial Owner will, upon request, execute and deliver any
additional documents deemed by the Company or the Exchange Agent to be
necessary or desirable to complete the tender, exchange, sale, assignment and
transfer of the Tendered Notes, and that the undersigned will comply with its
obligations under the Registration Rights Agreement. The undersigned has read
and agrees to all of the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the information
set forth in Box 2 is true and correct.
BY TENDERING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL (OR
DELIVERY OF AN AGENT'S MESSAGE IN LIEU HEREOF), THE UNDERSIGNED HEREBY
REPRESENTS AND WARRANTS THAT (i) NEITHER THE UNDERSIGNED NOR ANY BENEFICIAL
OWNER(S) IS AN "AFFILIATE" OF THE COMPANY, (ii) ANY EXCHANGE NOTES TO BE
RECEIVED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY
THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE ORDINARY COURSE OF BUSINESS
OF THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S), (iii) THE UNDERSIGNED
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AND EACH BENEFICIAL OWNER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON
TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF
EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, AND (iv) THE UNDERSIGNED
AND ANY SUCH BENEFICIAL OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE
IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE
NOTES.
A broker-dealer who holds Notes for its own account as a result of
market-making activities or other trading activities and who receives Exchange
Notes in exchange for such Notes pursuant to the Exchange Offer may be deemed
to be an "underwriter" within the meaning of the Securities Act and will be
required to deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes. If the undersigned or
any beneficial owner(s) is a broker-dealer which acquired any of the Tendered
Notes for its own account as the result of market-making activities or other
trading activities, such broker-dealer acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of Exchange Notes received in exchange for any of such Tendered
Notes that were acquired for its own account as the result of market-making
activities or other trading activities (provided that, by so acknowledging and
by delivering a prospectus, such broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act).
Subject to certain provisions set forth in the Registration Rights
Agreement and to the limitations described in the Prospectus, the Company has
agreed that the Prospectus, as it may be amended or supplemented from time to
time, may be used by a Participating Broker-Dealer (as defined below) in
connection with resales of Exchange Notes received in exchange for Notes that
were acquired by such Participating Broker-Dealer for its own account as a
result of market- making activities or other trading activities, for a period
ending 90 days after the Expiration Date or, if earlier, when all such Exchange
Notes have been disposed of by such Participating Broker-Dealer. In that
regard, each broker- dealer who participates in the Exchange Offer with respect
to Notes acquired for its own account as a result of market- making or other
trading activities (a "Participating Broker-Dealer"), by tendering such Notes
and executing this Letter of Transmittal or delivering an Agent's Message in
lieu hereof, agrees that, upon receipt of notice from the Company 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 therein, in light of the circumstances under which they were made,
not misleading or of the occurrence of certain other events specified in the
Registration Rights Agreement, such Participating Broker-Dealer will suspend
the sale of Exchange Notes pursuant to the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or omission
and has furnished copies of the amended or supplemented Prospectus to such
Participating Broker-Dealer or the Company has given notice that the sale of
the Exchange 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 Exchange Notes received in exchange for Notes pursuant to the
Exchange Offer must notify the Company, or cause the Company to be notified, on
or prior to the Expiration Date, that it is a Participating Broker-Dealer.
Such notice may be given in the space provided below or may be delivered to the
Exchange Agent at the address set forth in the Prospectus under "Exchange
Offer--Exchange Agent."
Any holder of Notes who uses the Exchange Offer to participate in a
distribution of the Exchange Notes to be acquired in the Exchange Offer, any
broker-dealer who receives Exchange Notes in exchange for Notes that were
purchased directly from the Company to resell pursuant to Rule 144A or any
other available exemption under the Securities Act, any person participating in
the distribution of the Notes who receives
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Exchange Notes in the Exchange Offer and any "affiliate" of the Company who
receives Exchange Notes in the Exchange Offer (a) will not be able to rely on
the interpretative letters of the staff of the Securities and Exchange
Commission (the "SEC") described in the section of the Prospectus entitled
"Exchange Offer" and (b) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any sale or
other transfer of such Exchange Notes, unless such sale is made pursuant to an
exemption from such requirements. Any such resale transaction must be made by
delivery of a prospectus containing the selling securityholder information
required by the rules of the SEC under the Securities Act.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
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BOX 1
DESCRIPTION OF TENDERED NOTES
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
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Aggregate
Principal
Name(s) and address(es) of Registered Holder(s), exactly Amount Aggregate
as name(s) appear(s) on Note Certificate(s) or on a Certificate Represented Principal
security position listing Number(s)* by Amount
(Please fill in, if blank) of Notes Certificate(s) Tendered**
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* Need not be completed by book-entry holders.
** The minimum permitted tender is $1,000 in principal amount of Notes.
All other tenders must be in integral multiples of $1,000 of principal
amount. Unless otherwise indicated in this column, the principal
amount of all Note Certificates identified in this Box 1 or delivered
to the Exchange Agent herewith shall be deemed tendered.
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BOX 2
BENEFICIAL OWNER(S)
State of Principal Residence of Each Beneficial Aggregate Principal Amount of Tendered Notes Held
Owner of Tendered Notes for Account of Beneficial Owner
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If delivery of Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at DTC, then tenders of Notes must be
effected in accordance with the procedures mandated by DTC's Automated Tender
Offer Program and the procedures set forth in the Prospectus under the caption
"Exchange Offer -- Procedures for Tendering."
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BOX 3
(TO BE COMPLETED BY ELIGIBLE INSTITUTIONS ONLY)
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[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT
MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ___________________________________
DTC Account Number _________________________________________
Transaction Code Number ______________________________________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED NOTES
ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name of Registered Holders(s) ___________________________________
Window Ticket Number (if any) __________________________________
Date of Execution of Notice of Guaranteed Delivery _________________
Name of Institution which Guaranteed Delivery_______________
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution ____________________________________
DTC Account Number __________________________________________
Transaction Code Number _______________________________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED NOTES ARE TO BE RETURNED BY
CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE NOTES FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name: ____________________________________________________________
Address: __________________________________________________________
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BOX 4
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 7 AND 8)
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To be completed ONLY if the Exchange Notes are to be issued in the name of someone other than the
registered holder(s) of the Notes whose name(s) appear(s) above (Box 1) or if Notes delivered by
book-entry transfer which are not accepted for exchange are to be returned by credit to an account
other than the account indicated above (Box 3).
Issue
[ ] Notes not tendered
[ ] Exchange Notes
to:
Name(s): _____________________________________________________________________
Address: _____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
(include Zip Code)
Area Code and
Telephone Number: __________________________________________________________
Tax Identification or
Social Security No.: __________________________________________________________
[ ] Credit unexchanged Notes delivered by book-entry transfer to the DTC account set forth below.
________________________________________
(DTC Account Number, if applicable)
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BOX 5
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 7 AND 8)
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To be completed ONLY if certificates for the Exchange Notes exchanged for the Notes and for
untendered Notes are to be sent to someone other than the registered holder(s) whose name(s)
appear(s) above (Box 1), or to such registered holder(s) at an address other than that shown above
(Box 1).
Mail Exchange Notes and any untendered Notes to:
Name(s): _____________________________________________________________________
(please print)
Address: _____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
(include Zip Code)
Area Code and
Telephone Number: _________________________________________________________
Tax Identification or
Social Security No.: _________________________________________________________
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BOX 6
USE OF GUARANTEED DELIVERY
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[ ] CHECK HERE ONLY IF NOTES ARE BEING TENDERED BY MEANS OF A NOTICE OF GUARANTEED DELIVERY.
See Instruction 2. If this box is checked, please provide the following information:
Name(s) of Registered Holder(s): ________________________________________________________
__________________________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________________________
Name of Institution which Guaranteed Delivery: __________________________________________
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BOX 7
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1, 4 AND 7)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
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X _________________________________________ Guarantee of Signature(s)
(If required by Instructions 4 and 7)
X _________________________________________ Authorized Signature
(Signature(s) of Registered Holder(s)
or Authorized Signatory) X __________________________________________
Note: The above lines must be signed by the Name: ___________________________________
registered holder(s) of Notes exactly as their (please print)
name(s) appear(s) on certificate(s) for Notes
hereby tendered or on a security position listing, Title: ___________________________________
or by person(s) authorized to become the Name of Firm: ______________________________
registered holder(s) by endorsements and documents (Must be an Eligible Institution
transmitted herewith (including such opinions of as defined in Instruction 2)
counsel, certifications and other information as
may be required by the Company to comply with the Address: ___________________________________
restrictions on transfer applicable to the Notes). ___________________________________
If signature is by a trustee, executor, ___________________________________
administrator, guardian, attorney-in-fact, (include Zip Code)
officer, or other person acting in a fiduciary or
representative capacity, such person must set Area Code and
forth his or her full title below. See Telephone Number: ________________________
Instruction 7.
Dated: ___________________________________
Dated: _____________________________________
Name(s): _____________________________________
_____________________________________
(please print)
Capacity: _____________________________________
_____________________________________
(full title)
Street Address: ________________________________
_____________________________________
_____________________________________
(include Zip Code)
Area Code and
Telephone Number: ___________________________
Tax Identification or Social Security Number(s):
_____________________________________
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IMPORTANT TAX INFORMATION
PLEASE PROVIDE YOUR SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER ON
THIS SUBSTITUTE FORM W-9 AND CERTIFY THEREIN THAT YOU ARE NOT SUBJECT TO BACKUP
WITHHOLDING. FAILURE TO DO SO MAY SUBJECT YOU TO 31% FEDERAL INCOME TAX
WITHHOLDING.
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BOX 8
SUBSTITUTE FORM W-9
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PART I -- Please provide the Taxpayer Social Security Number
Identification Number ("TIN") of the person
submitting this Letter of Transmittal in ________________________
the box at right and certify by signing and
dating below. or Employer
Identification Number
PART II -- For Payees exempt from backup
withholding, see the enclosed Guidelines
for Certification of Taxpayer
Identification Number on Substitute Form W-
9 and complete as instructed therein.
CERTIFICATION -- Under penalties of perjury, the undersigned hereby certifies the following:
(1) The TIN shown in Part I above is the correct TIN of the person who is submitting this Letter of
Transmittal and who is required by law to provide such TIN; and
(2) The person who is submitting this Letter of Transmittal and who is required by law to provide such
TIN is not subject to backup withholding because such person has not been notified by the Internal
Revenue Service ("IRS") that such person is subject to backup withholding as a result of a failure to
report all interest or dividends, or because the IRS has notified such person that he or she is no
longer subject to backup withholding, or because such person is an exempt payee under the attached
guidelines.
NOTE: You must cross out item (2) above if you have been notified by the IRS that you are subject to
backup withholding unless you have been notified by the IRS that you are no longer subject to
backup withholding.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
Date:
Signature: ____________________________________________________________ ____________________________
____________________________________________________________
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates.
Certificates for the Tendered Notes, as well as a properly completed and duly
executed copy of this Letter of Transmittal, with any required signature
guarantees, a Substitute Form W-9 (or facsimile thereof) and any other
documents required by this Letter of Transmittal must be received by the
Exchange Agent at its address set forth herein on or prior to the Expiration
Date; provided, however, that book-entry transfers of Notes may be effected in
accordance with the procedures mandated by DTC's Automatic Tender Offer Program
("ATOP"). Certificates for Notes, or book-entry confirmation of a book-entry
transfer of such Notes into the Exchange Agent's account at DTC, as well as
this Letter of Transmittal (or facsimile hereof or Agent's Message in lieu
hereof), properly completed and duly executed, with any required signature
guarantees, and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at its address set forth herein on or
prior to the Expiration Date or the guaranteed delivery procedures set forth in
Instruction 2 must be complied with.
THE METHOD OF DELIVERY OF CERTIFICATES FOR TENDERED NOTES, THIS
LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND
SOLE RISK OF THE TENDERING HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS TO BE BY MAIL, THE USE
OF REGISTERED MAIL, WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR AN
OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
The Company will not accept any alternative, conditional or
contingent tenders. Each tendering holder, by execution of a Letter of
Transmittal (or facsimile thereof or delivery of an Agent's Message in lieu
thereof), waives any right to receive any notice of the acceptance of such
tender.
2. Guaranteed Delivery Procedures. Holders who wish to tender their
Notes but (i) the certificates for such Notes are not immediately available,
(ii) who cannot deliver their Notes, Letter of Transmittal and any other
documents required by the Letter of Transmittal to the Exchange Agent on or
prior to the Expiration Date or (iii) who cannot complete the procedures for
delivery by book-entry transfer on a timely basis, must tender their Notes
according to the guaranteed delivery procedures set forth below, including
completion of Box 6. Pursuant to such procedures: (i) such tender must be
made by or through an Eligible Institution (as defined below); (ii) on or prior
to the Expiration Date, a completed and signed Notice of Guaranteed Delivery
(by facsimile transmission, mail or hand delivery), substantially in the form
accompanying this Letter of Transmittal, must have been delivered to the
Exchange Agent; and (iii) the certificates (or a book-entry confirmation (as
defined in the Prospectus)) representing the Tendered Notes, in proper form for
transfer, together with a completed and signed Letter of Transmittal or, in the
case of a book-entry tender, an Agent's Message in lieu of this Letter of
Transmittal, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange, Inc. trading days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in the
Prospectus under "Exchange Offer--Procedures for Tendering."
The Notice of Guaranteed Delivery may be delivered by hand or
overnight carrier, or transmitted by facsimile or mail to the Exchange Agent,
and must include a guarantee by an Eligible Institution in the form set forth
in such Notice of Guaranteed Delivery. For Notes to be properly tendered
pursuant to the guaranteed delivery procedure, the Exchange Agent must receive
a Notice of Guaranteed Delivery on or prior to the
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Expiration Date. As used herein and in the Prospectus, "Eligible Institution"
means a firm or other entity identified in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, as "an eligible guarantor institution,"
including (as such terms are defined therein) (i) a bank; (ii) a broker,
dealer, municipal securities broker or dealer or government securities broker
or dealer; (iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association.
3. Beneficial Owner Instructions to Registered Holders. Only a
holder in whose name the Notes are registered on the books of the registrar or
on a security position listing (or the legal representative or attorney-in-fact
of such registered holder) may execute and deliver this Letter of Transmittal
(or an Agent's Message in lieu hereof). Any Beneficial Owner of Notes who is
not the registered holder must arrange promptly with the registered holder to
execute and deliver this Letter of Transmittal on his or her behalf through the
execution and delivery to the registered holder of the Instructions to
Registered Holder from Beneficial Owner form accompanying this Letter of
Transmittal.
4. Guarantee of Signatures. No signature guarantee on this Letter
of Transmittal is required if:
(i) this Letter of Transmittal is signed by the
registered holder of Notes tendered herewith, unless
such holder(s) has completed either the box entitled
"Special Issuance Instructions" (Box 4) or the box
entitled "Special Delivery Instructions" (Box 5)
above, or
(ii) such Notes are tendered for the account of a firm
that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 7.
5. Inadequate Space. If the space provided in the box captioned
"Description of Notes" is inadequate, the certificate number(s) and/or the
aggregate principal amount of Notes and any other required information should
be listed on a separate signed schedule which is attached to this Letter of
Transmittal.
6. Partial Tenders and Withdrawal Rights. Tenders of Notes will be
accepted only in the aggregate principal amount of $1,000 or any integral
multiple in excess thereof. If less than the entire aggregate principal amount
of Notes evidenced by any certificate submitted is tendered, the tendering
holder should fill in the principal amount tendered in the column labeled
"Aggregate Principal Amount Tendered" of the box entitled "Description of Notes
Tendered" (Box 1) above. The entire aggregate principal amount of Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire aggregate principal amount of all Notes is
not tendered, new certificate(s) for Notes for the principal amount of Notes
not tendered and Exchange Notes exchanged for any Notes tendered will be sent
to the holder at his or her registered address, unless a different address is
provided in the appropriate box on this Letter of Transmittal, as soon as
practicable following the Expiration Date.
As set forth below, tenders of Notes may be withdrawn at any time on
or prior to the Expiration Date. In order for a withdrawal to be effective, a
written or facsimile transmission of such notice of withdrawal must be received
by the Exchange Agent at one of its addresses set forth above on or prior to
the Expiration Date. Any such notice of withdrawal must specify the name of
the person who tendered the Notes to be withdrawn, the aggregate principal
amount of Notes to be withdrawn, and (if certificates for Notes have been
tendered) the name of the registered holder of the Notes as set forth on the
certificate for the Notes, if different from that of the person who tendered
such Notes. If certificates for the Notes have been delivered
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or otherwise identified to the Exchange Agent, then prior to the physical
release of such certificates for the Notes, the tendering holder must submit
the serial numbers shown on the particular certificates for the Notes to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by
an Eligible Institution, except in the case of Notes tendered for the account
of an Eligible Institution. If Notes have been tendered pursuant to the
procedures for book- entry transfer set forth in the Prospectus under "Exchange
Offer--Procedures for Tendering," the notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawn Notes.
Withdrawals of tenders of Notes may not be rescinded. Notes properly withdrawn
will not be deemed validly tendered for purposes of the Exchange Offer, but may
be retendered at any subsequent time on or prior to the Expiration Date by
following any of the procedures described in the Prospectus under "Exchange
Offer--Procedures for Tendering."
All questions as to the validity, form and eligibility (including
time of receipt) of such withdrawal notices will be determined by the Company,
in its sole discretion, whose determination shall be final and binding on all
parties. The Company, any affiliates or assigns of the Company, the Exchange
Agent or any other person shall not be under any duty to give any notification
of any irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification. Any Notes which have been tendered but
which are withdrawn will be returned to the holder thereof promptly after
withdrawal.
7. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements. If this Letter of Transmittal is signed by the registered
holder(s) of the Tendered Notes, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificates, or on a security
position listing, without alteration, enlargement or any change whatsoever.
If any of the Tendered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Notes are registered in different names on several certificates, it will be
necessary to complete, sign and submit as many separate copies of the Letter of
Transmittal documents as there are names in which certificates are held.
If this Letter of Transmittal is signed by the registered holder(s)
of Tendered Notes and Exchange Notes are to be issued (and any untendered
aggregate principal amount of Notes is to be reissued) to the registered
holder(s), the registered holder(s) need not and should not endorse any
Tendered Notes nor provide a separate bond power. In any other case, such
registered holder(s) must either duly endorse the certificate(s) for Notes
tendered or transmit a properly executed bond power with the certificate(s),
with the signature(s) on the endorsement or bond power guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Notes listed, the certificates must be endorsed or
accompanied by appropriate bond powers, in each case, signed exactly as the
name or names of the registered holder(s) appear(s) on the certificates, and
also must be accompanied by such opinions of counsel, certifications and other
information as the Company may require in accordance with the restrictions on
transfer applicable to the Notes. The signature on the endorsement or bond
power must be guaranteed by an Eligible Institution.
If this Letter of Transmittal, any certificate for Notes, bond power,
power of attorney or any other document required by this Letter of Transmittal
is 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,
unless waived by the Company, proper evidence satisfactory to the Company, in
its sole discretion, of such person's authority to so act must be submitted
with this Letter of Transmittal.
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Endorsements on certificates or signatures on bond powers required by
this Instruction 7 must be guaranteed by an Eligible Institution.
8. Special Issuance and Special Delivery Instructions. If Exchange
Notes are to be issued in the name of a person other than the registered
holder(s) of Tendered Notes or are to be sent to a name and address other than
the name and address of the person signing this Letter of Transmittal or if
Notes delivered by book-entry transfer which are not accepted for exchange are
to be returned by credit to a DTC account other than that of the person signing
this Letter of Transmittal, the appropriate boxes (Box 4 and/or Box 5) on this
Letter of Transmittal should be completed. Certificates for Notes not
exchanged will be returned by mail or, if tendered by book-entry transfer, by
crediting the account indicated above maintained at DTC. See Instruction 6.
9. Transfer Taxes. Holders who tender their Notes for exchange will
not be obligated to pay any transfer taxes in connection therewith. If,
however, Exchange Notes are to be delivered to, or are to be issued in the name
of, any person other than the registered holder of the Tendered Notes, or if a
transfer tax is imposed for any reason other than the exchange of Notes in
connection with the Exchange Offer, then the amount of any such transfer tax
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.
10. Tax Identification Number. A holder whose Tendered Notes are
accepted for exchange should provide the Exchange Agent with such holder's
correct taxpayer identification number ("TIN"), which, in the case of a holder
who is an individual, is his or her social security number. If the Exchange
Agent is not provided with the correct TIN, the holder or other payee may be
subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
In addition, payments to such holders or other payees with respect to Notes
exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.
To prevent backup withholding with respect to payments of
distributions on the Exchange Notes, each tendering holder should provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that the holder is not subject to backup withholding because (i) the
holder is exempt from backup withholding, or (ii) the holder has not been
notified by the Internal Revenue Service that such holder is subject to backup
withholding as a result of failure to report all interest or dividends, or
(iii) the Internal Revenue Service has notified the holder that such holder is
no longer subject to backup withholding.
If the Exchange Notes will be registered in more than one name or are
not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report. Certain holders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. Such holders should
nevertheless complete the attached Substitute Form W-9, and write "exempt" on
the face thereof, to avoid possible erroneous backup withholding. A foreign
person may qualify as an exempt recipient by submitting a properly completed
IRS Form W-8, signed under penalties of perjury, attesting to that holder's
exempt status. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
The Company reserves the right in its sole discretion to take
whatever steps are necessary to comply with the Company's obligation regarding
backup withholding. Any amount paid as backup withholding will be creditable
against a holder's tax liability.
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11. Validity of Tenders. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange
of Tendered Notes will be determined by the Company, in its sole discretion,
whose determination shall be final and binding on all parties. The Company
reserves the absolute right, in its sole and absolute discretion, to reject any
and all tenders determined by it not to be in proper form or the acceptance of
which, or exchange for, may, in the view of the Company or of counsel to the
Company, be unlawful. The Company also reserves the absolute right, subject to
applicable law, to waive any of the conditions of the Exchange Offer as set
forth in the Prospectus under "Exchange Offer -- Conditions" or any condition,
defect or irregularity in any tender of Notes of any particular holder whether
or not similar conditions, defects or irregularities are waived in the case of
other holders. The interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) by the
Company will be final and binding on all parties. No tender of Notes will be
deemed to have been validly made until all irregularities with respect to such
tender have been cured or waived. The Company, any affiliates or assigns of
the Company, the Exchange Agent or any other person shall not be under any duty
to give any notification of any defects or irregularities in tenders or incur
any liability for failure to give any such notification.
12. Mutilated, Lost, Stolen or Destroyed Certificates. Any
tendering holder whose Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instruction. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, stolen or
destroyed certificate(s) have been followed.
13. Questions, Requests for Assistance and Additional Copies.
Questions and requests for assistance and requests for additional copies of the
Prospectus and this Letter of Transmittal may be directed to the Exchange Agent
at the address and telephone number set forth on the front of this Letter of
Transmittal. Holders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Exchange Offer.
14. Acceptance of Tendered Notes and Issuance of Exchange Notes;
Return of Notes. Subject to the terms and conditions of the Exchange Offer,
the Company will accept for exchange all validly tendered Notes as soon as
practicable after the Expiration Date and will issue Exchange Notes therefor as
soon as practicable thereafter. For purposes of the Exchange Offer, the
Company shall be deemed to have accepted the Tendered Notes when, as and if the
Company has given written or oral notice thereof to the Exchange Agent. If any
Tendered Notes are not exchanged pursuant to the Exchange Offer for any reason,
such unexchanged Notes will be returned, without expense, to the undersigned at
the address shown below or at a different address as may be indicated herein
under "Special Issuance Instructions" or "Special Delivery Instructions."
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF OR AN
AGENT'S MESSAGE IN LIEU HEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF 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 number have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the name and
number to give the payer.
==================================================== =================================================
Give the name and Give the name and
For this type of SOCIAL SECURITY number For this type of EMPLOYER IDENTIFICATION
account of -- account number of--
==================================================== =================================================
1. Individual The individual 6. Sole proprietorship The Owner(3)
2. Two or more The actual owner of the 7. A valid trust, Legal entity (Do not
individuals account or, if combined estate, or pension furnish the taxpayer
(joint account) funds, the first trust identification number
individual on the of the personal
account(1) representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(4)
3. Custodian account The minor(2) 8. Corporate The Corporation
of a minor
(Uniform Gift to
Minors Act)
4. a. The usual The grantor-trustee(1) 9. Association, club, The organization
revocable religious,
savings trust charitable,
account (grantor educational, or
is also other tax-exempt
trustee) organization
b. So-called trust The actual owner(1)
account that is
not a legal or
valid trust
under State law
5. Sole proprietorship The owner(3) 10. Partnership The partnership
11. A broker or The broker or nominee
registered
nominee
12. Account with the The public entity
Department of
Agriculture in
the name of a
public entity
(such as a state
or local
government,
school
district, or
person) 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 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 as" 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 there is more than one name, the number will
be considered to be that of the first name listed.
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SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
PURPOSE OF FORM. -- A person who is required to file an information return with
the IRS must get your correct TIN to report, for example, income paid to you,
real estate transactions, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you
made to an IRA. Use Form W-9 to give your correct TIN to the requester (the
person requesting your TIN) and, when applicable, (1) to certify the TIN you
are giving is correct (or you are waiting for a number to be issued), (2) to
certify you are not subject to backup withholding, or (3) to claim exemption
from backup withholding if you are an exempt payee. Giving your correct TIN
and making the appropriate certifications will prevent certain payments from
being subject to backup withholding.
WHAT IS BACKUP WITHHOLDING?--Persons making certain payments to you must
withhold and pay to the IRS 31% of such payments under certain conditions.
This is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.
If you give the requester your correct TIN, make the proper
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS tells the requester that you furnished an
incorrect TIN, or
3. The IRS tells you that you are subject to backup
withholding because you did not report all your interest and dividends
on your tax return (for reportable interest and dividends only), or
4. You do not certify to the requester that you are not
subject to backup withholding under 3 above (for reportable interest
and dividend accounts opened after 1983 only), or
5. You do not certify your TIN when required. See the
Part III Instructions for exceptions.
Certain payees and payments are exempt from backup withholding and
information reporting. See the Part II Instructions and the separate
Instructions for the Requester of Form W-9.
HOW TO GET A TIN. -- If you do not have a TIN, apply for one immediately. To
apply, get Form SS-5, Application for a Social Security Number Card (for
individuals), from your local office of the Social Security Administration, or
Form SS-4, Application for Employer Identification Number (for businesses and
all other entities), or Form W-7, Application for IRS Individual Taxpayer
Identification Number (for resident aliens ineligible to get a social security
number), from the IRS by calling 1-800-TAX-FORM (1-800-829-3676).
If you do not have a TIN, write "Applied For" in the space for the TIN
in Part I, sign and date the form, and give it to the requester. Generally,
you will then have 60 days to get a TIN and give it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN.
Note: Writing "Applied For" on the form means that you have already applied
for a TIN OR that you intend to apply for one soon.
As soon as you receive your TIN, complete another Form W-9, include
your TIN, sign and date the form, and give it to the requester.
PENALTIES
FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN 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.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
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MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
SPECIFIC INSTRUCTIONS
NAME. -- If you are an individual, you must generally enter 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, please enter your first name, the last name shown on your
social security card and your new last name. If the account is in joint names,
list first and then circle the name of the person or entity whose number you
entered in Part I.
SOLE PROPRIETOR. -- You must enter your individual name. (Enter either your SSN
or EIN in Part I). You may also enter your business name or "doing business
as" name on the business name line. Enter your name as shown on your social
security card and business name as it was used to apply for your EIN on Form
SS-4.
OTHER ENTITIES. -- Enter the business name as shown on required federal tax
documents. This name should match the name shown on the charter or other legal
document creating the entity. You may enter any business, trade, or "doing
business as" name on the business name line.
PART I -- TAXPAYER IDENTIFICATION NUMBER (TIN)
You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter your SSN or EIN. Also see the chart on page 20 for further
clarification of name and TIN combinations. If you are a resident alien and
you are ineligible to get a social security number, your TIN is your IRS
individual taxpayer identification number. Enter it in the social security
number box. If you do not have a TIN, follow the instructions under HOW TO GET
A TIN on page 21.
PART II -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
Individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments, such as
interest and dividends.
If you are exempt from backup withholding, you should still complete
this form to avoid possible erroneous backup withholding. Enter your correct
TIN in Part I, write "Exempt" in Part II, and sign and date the form. If you
are a nonresident alien or a foreign entity not subject to backup withholding,
give the requester a completed Form W-8, Certificate of Foreign Status.
PART III -- CERTIFICATION
For a joint account, only the person whose TIN is shown in Part I should sign.
1. Interest, Dividend, and Barter Exchange Accounts Opened Before
1984 and Broker Accounts Considered Active During 1983. You must give your
correct TIN, but you do not have to sign the certification.
2. Interest, Dividend, Broker, and Barter Exchange Accounts
Opened After 1983 and Broker Accounts Considered Inactive During 1983. You
must sign the certification or backup withholding will apply. If you are
subject to backup withholding and you are merely providing your correct TIN to
the requester, you must cross out Item 2 in the certification before signing
the form.
3. Real Estate Transactions. You must sign the certification.
You may cross out Item 2 of the certification.
4. Other Payments. You must give your correct TIN, but you do
not have to sign the certification unless you have been notified that you have
previously given an incorrect TIN. Other payments include payments made in the
course of the requester's trade or business for rents, royalties, goods (other
than bills for merchandise), medical and health care services (including
payments to corporations), payments to a nonemployee for services (including
attorney and accounting fees), and payments to certain fishing boat crew
members.
5. Mortgage Interest Paid by You, Acquisitions or Abandonment of
Secured Property, Cancellation of Debt, or IRA Contributions. You must give
your correct TIN, but you do not have to sign the certification.
PRIVACY ACT NOTICE
Section 6109 of the Internal Revenue Code requires you to give your correct TIN
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. 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. You must provide your TIN whether or not you are required to
file a tax return. Payers must generally withhold 31% of taxable interest,
dividend, and certain other payments to a payee who does not give a TIN to a
payer. Certain penalties may also apply.
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