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EXHIBIT 99.1
OXFORD AUTOMOTIVE, INC.
LETTER OF TRANSMITTAL
10 1/8% SENIOR SUBORDINATED NOTES DUE 2007
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________
___, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). EXISTING NOTES TENDERED IN
THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE BUSINESS DAY PRIOR TO THE EXPIRATION DATE.
Deliver to the Exchange Agent:
U.S. BANK TRUST NATIONAL ASSOCIATION
By Registered, Certified or Overnight Mail: By First Class Mail:
U.S. Bank Trust National Association U.S. Bank Trust National Association
Attn: Specialized Finance P. O. Box 64485
180 East Fifth Street St. Paul, MN 55164-9549
St. Paul, MN 55101
By Hand (New York depositary only): By Hand (all others):
U.S. Bank Trust National Association U.S. Bank Trust National Association
100 Wall Street, 20th Floor Fourth Floor - Bond Drop Window
New York, NY 10005 180 East Fifth Street
St. Paul, MN 55101
By Facsimile: Telephone Number
(612) 244-1537 (For Eligible Institutions Only) (800) 934-6802 Bondholder Services
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
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.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE SERIES D NOTES FOR THEIR
EXISTING NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT
WITHDRAW) THEIR EXISTING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION
DATE.
The undersigned hereby acknowledges receipt and review of the
Prospectus dated ________ ___, 1999 (the "Prospectus") of Oxford Automotive,
Inc., a Michigan corporation (the "Company"), and this Letter of Transmittal
(the "Letter of Transmittal"), which together describe the Company's offer (the
"Exchange Offer") to exchange its 10 1/8% Senior Subordinated Notes Due 2007,
Series D (the "Series D Notes"), which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to a Registration
Statement of which the Prospectus is a part, for a like principal amount of its
issued and outstanding 10 1/8% Senior Subordinated Notes Due 2007, Series A (the
"Series A Notes"), 10 1/8% Senior Subordinated Notes Due 2007, Series B (the
"Series B Notes") and 10 1/8% Senior Subordinated Notes Due 2007, Series C (the
"Series C Notes," together with the Series A Notes and the Series B Notes, the
"Existing Notes"). The CUSIP for the Series A Notes and the Series B Notes is
69093AC3. The CUSIP for the Series C Notes is 69093AG4. Capitalized terms used
but not defined herein have the respective meaning given to them in the
Prospectus.
Interest on the Series D Notes will accrue from the last interest
payment date on which interest was paid on the Existing Notes surrendered in
exchange or, if no interest has been paid on the Existing Notes, from the date
of original issue of the Existing Notes. The Company reserves the right, at any
time or from time to time, to extend the Exchange Offer at its discretion, which
in no event shall be later than ________ ___, 1999, in which event the term
"Expiration Date" shall mean the latest time and date in which the Exchange
Offer is extended. The Company shall notify the holders of the Existing Notes
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of any extension by written notice no later than 9:00 a.m., New York City time,
on the next business day after the previously scheduled Expiration Date.
This Letter of Transmittal is to be used by a Holder either if original
Existing Notes are to be forwarded herewith or if delivery of Existing Notes, if
available, is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in the Prospectus under the caption "The Exchange Offer --
Book-Entry Transfer." Holders of Existing Notes whose Existing Notes are not
immediately available, or who are unable to deliver their Existing Notes and all
other documents required by this Letter of Transmittal to the Exchange Agent on
or prior to the Expiration Date, or who are unable to complete the procedure for
book entry transfer on a timely basis, must tender their Existing Notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." See
Instruction 2. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
The term "Holder" with respect to the Exchange Offer means any person
(i) in whose name Existing Notes are registered on the books of the Company or
any other person who has obtained a properly completed bond power from the
registered Holder, or (ii) whose Existing Notes are held of record by DTC who
desires to deliver such Existing Notes by book-entry transfer at DTC. The
undersigned has completed, executed and delivered this Letter of Transmittal to
indicate the action the undersigned desires to take with respect to the Exchange
Offer. HOLDERS WHO WISH TO TENDER THEIR EXISTING NOTES MUST COMPLETE THIS LETTER
OF TRANSMITTAL IN ITS ENTIRETY.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED WITH THIS
LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR
FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE
DIRECTED TO THE EXCHANGE AGENT.
List below the Existing Notes to which this Letter of Transmittal
relates. If the space below is inadequate, list the registered numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.
DESCRIPTION OF EXISTING NOTES TENDERED
--------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED CUSIP/ AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
HOLDER(S) REGISTERED AMOUNT REPRESENTED BY TENDERED**
EXACTLY AS NAME(S) APPEAR(S) ON NOTE(S) NUMBER(S)* NOTE(S) (IF LESS THAN ALL)
(PLEASE FILL IN, IF BLANK) ---------- --------------------- ------------------
TOTAL
* Need not be completed by book-entry Holders.
** Unless otherwise indicated, any tendering Holder of Existing Notes will be
deemed to have tendered the entire aggregate principal amount represented by
such Existing Notes. If the space provided is inadequate, list the
certificate numbers and principal amounts on a separate signed schedule and
affix the list to this Letter of Transmittal. All tenders must be in
integral multiples of $1,000.
/ / CHECK HERE IF TENDERED EXISTING NOTES ARE ENCLOSED HEREWITH.
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/ / CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering Institution: _______________________________________________
Account Number: _______________________________________________
Transaction Code Number: _______________________________________________
/ / CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) of Existing Notes:______________________________
Date of Execution of Notice of Guaranteed Delivery: __________________________
Window Ticket Number (if available): __________________________
Name of Eligible Institution that Guaranteed Delivery: _________________________
Account Number (if delivered by book-entry transfer): _________________________
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company for exchange the principal amount of
Existing Notes indicated above. Subject to and effective upon the acceptance for
exchange of the principal amount of Existing Notes tendered in accordance with
this Letter of Transmittal, the undersigned hereby exchanges, assigns and
transfers to the Company all right, title and interest in and to the Existing
Notes tendered for exchange hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent, the agent and attorney-in-fact of
the undersigned (with full knowledge that the Exchange Agent also acts as the
agent of the Company in connection with the Exchange Offer) with respect to the
tendered Existing Notes with full power of substitution to (i) deliver such
Existing Notes, or transfer ownership of such Existing Notes on the account
books maintained by DTC, to the Company and deliver all accompanying evidences
of transfer and authenticity, and (ii) present such Existing Notes for transfer
on the books of the Company and receive all benefits and otherwise exercise all
rights of beneficial ownership of such Existing Notes, all in accordance with
the terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Existing
Notes tendered hereby and to acquire the Series D Notes issuable upon the
exchange of such tendered Existing Notes, and that the Company will acquire good
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim, when the same are
accepted for exchange by the Company. The undersigned hereby further represents
to the Company that (i) any Series D Notes acquired in exchange for Existing
Notes tendered hereby are being acquired in the ordinary course of business of
the person receiving such Series D Notes, (ii) neither the undersigned nor any
such other person is engaging in or intends to engage in a distribution of the
Series D Notes, (iii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such Series D Notes, and (iv) neither the Holder nor any such other person is
an "affiliate," as defined in Rule 405 under the Securities Act, of the Company
or any of its subsidiaries.
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The undersigned also acknowledges that this Exchange Offer is being
made in reliance upon interpretations contained in no-action letters issued to
third parties by the staff of the Securities and Exchange Commission (the
"Commission") that the Series D Notes issued in exchange for the Existing Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Series D Notes are acquired
in the ordinary course of such Holders' business and such Holders are not
engaging in and do not intend to engage in a distribution of the Series D Notes
and have no arrangement or understanding with any person to participate in a
distribution of such Series D Notes. If the undersigned or the person receiving
the Series D Notes is a broker-dealer that is receiving Series D Notes for its
own account in exchange for Existing Notes that were acquired as a result of
market-making activities or other trading activities, the undersigned
acknowledges that it or such other person will deliver a prospectus in
connection with any resale of such Series D Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
the undersigned or such other person is an "underwriter" within the meaning of
the Securities Act. The undersigned acknowledges that if the undersigned is
participating in the Exchange Offer for the purpose of distributing the Series D
Notes (i) the undersigned cannot rely on the position of the staff of the
Commission in certain no-action letters and, in the absence of an exemption
therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the Series D Notes, in which case the registration statement must
contain the information required by the Securities Act, and (ii) failure to
comply with such requirements in such instance could result in the undersigned
incurring liability under the Securities Act for which the undersigned is not
indemnified by the Company.
If the undersigned or the person receiving the Series D Notes is an
"affiliate" (as defined in Rule 405 under the Securities Act), the undersigned
represents to the Company that the undersigned understands and acknowledges that
the Series D Notes may not be offered for resale, resold or otherwise
transferred by the undersigned or such other person without registration under
the Securities Act or an exemption therefrom.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Existing
Notes tendered hereby, including the transfer of such Existing Notes on the
account books maintained by DTC. All authority conferred or agreed to be
conferred by this Letter of Transmittal shall survive the death, incapacity or
dissolution of the undersigned, and every obligation of the undersigned under
this Letter of Transmittal shall be binding upon the undersigned's heirs,
personal representatives, successors and assigns. This Letter of Transmittal may
be withdrawn only in accordance with the provisions set forth in the "Exchange
Offer -- Withdrawal Rights" section of the Prospectus.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered Existing Notes when, as and if the
Company gives oral or written notice thereof to the Exchange Agent. Any tendered
Existing Notes that are not accepted for exchange pursuant to the Exchange Offer
for any reason 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 Delivery Instructions" as promptly as practicable after the Expiration
Date. The undersigned acknowledges that the Company's acceptance of properly
tendered Existing Notes pursuant to the procedures described under the caption
"The Exchange Offer -- Procedures for Tendering Existing Notes" in the
Prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions,"
please issue the Series D Notes issued in exchange for the Existing Notes
accepted for exchange and return any Existing Notes not tendered or not
exchanged, in the name(s) of the undersigned (or, in either such event, in the
case of the Existing Notes tendered by DTC, by credit to the undersigned's
account at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail or deliver the Series D Notes issued in exchange for
the Existing Notes accepted for exchange and any Existing Notes not tendered or
not exchanged (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the Series D Notes issued in exchange for the Existing
Notes accepted for exchange in the name(s) of, and return any Existing Notes not
tendered or not exchanged to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Issuance
Instructions" and "Special Delivery Instructions" to transfer any Existing Notes
from the name of the registered holder(s) thereof if the Company does not accept
for exchange any of the Existing Notes so tendered for exchange.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY (i) if Existing Notes in a principal amount not tendered,
or Series D Notes issued in in exchange for Existing Notes accepted for
exchange, are to be issued in the name of someone other than the undersigned, or
(ii) if the Existing Notes tendered by book-entry transfer which are not
exchanged are to be returned by credit to an account maintained by DTC.
Issue Series D Notes and/or Existing Notes to:
Name(s):_____________________________________________
(Please Type or Print)
Address:_____________________________________________
_____________________________________________
(Include Zip Code)
_____________________________________________
(Tax Identification or Social Security No.)
(Complete Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if Existing Notes in a principal amount not tendered, or
Series D Notes issued in exchange for Existing Notes accepted for exchange, are
to be mailed or delivered to someone other than the undersigned, or to
undersigned at an address other than that shown below the undersigned's
signature.
Mail or deliver Series D Notes and/or Existing Notes to:
Name: ______________________________________
(Please Type or Print)
Address:______________________________________
______________________________________
(Include Zip Code)
PLEASE SIGN HERE WHETHER OR NOT EXISTING NOTES ARE BEING PHYSICALLY TENDERED
HEREBY (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
X_______________________________________________________________________________
Date
X_______________________________________________________________________________
Signature(s) of Registered Holder(s) or Authorized Signatory Date
Area Code and Telephone Number: ________________________________
The above lines must be signed by the registered Holder(s) of Existing Notes as
(Include Zip Code) name(s) appear(s) on the Existing Notes or on a security
position listing, or by person(s) authorized to become registered Holder(s) by a
properly completed bond power from the registered Holder(s), a copy of which
must be transmitted with this Letter of Transmittal. If the Existing Notes to
which this Letter of Transmittal relate are held of record by two or more joint
Holders, then all such Holders must sign this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, then such person must (i) set forth his or her full title below, and
(ii) unless waived by the Company, submit evidence satisfactory to the Company
of such person's authority so to act. See Instruction 5 regarding the completion
of this Letter of Transmittal, printed below.
Name(s): ______________________________________________________________________
______________________________________________________________________
(Please Type or Print)
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Capacity: ___________________________________________________________________
Address: ___________________________________________________________________
(Include Zip Code)
SIGNATURE GUARANTEE
(If Required by Instruction 5)
Certain signatures must be Guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an Eligible Institution:
________________________________ _________________________________________
Authorized Signature Name of Firm
________________________________ _________________________________________
Title Address, Include Zip Code
_________________________________________
Area Code and Telephone Number
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Existing Notes or Book-Entry
Confirmations. All physically delivered Existing Notes or any confirmation of a
book-entry transfer to the Exchange Agent's account at DTC of Existing Notes
tendered by book-entry transfer (a "Book-Entry Confirmation"), as well as a
properly completed and duly executed copy of this Letter of Transmittal or
facsimile hereof, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein prior to 5:00 p.m., New York City time, on the Expiration Date. The
method of delivery of the tendered Existing Notes, this Letter of Transmittal
and all other required documents to the Exchange Agent is at the election and
risk of the Holder and, except as otherwise provided below, the delivery will be
deemed made only when actually received or confirmed by the Exchange Agent. If
such delivery is by mail, it is recommended that registered mail, properly
insured, with return receipt requested, be used. In all cases, sufficient time
should be allowed to assure delivery to the Exchange Agent before the Expiration
Date. No Letter of Transmittal or Existing Notes should be sent to the Company.
See "The Exchange Offer" section of the Prospectus.
2. Guaranteed Delivery Procedures. Holders who wish to tender their Existing
Notes and (i) whose Existing Notes are not immediately available, or (ii) who
cannot deliver their Existing Notes, this Letter of Transmittal or any other
documents required hereby to the Exchange Agent prior to the Expiration Date, or
(iii) who are unable to complete the procedure for book-entry transfer on a
timely basis, must tender their Existing Notes according to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedures:
(i) such tender must be made by or through a firm which is a member of a
registered national securities exchange or of the National Association of
Securities Dealers Inc. or a commercial bank or a trust company having an office
or correspondent in the United States (an "Eligible Institution"); (ii) prior to
the Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by facsimile transmission, mail or hand delivery) setting forth the name and
address of the Holder of the Existing Notes, the registration number(s) and
CUSIP of such Existing Notes and the principal amount of Existing Notes
tendered, stating that the tender is being made thereby and guaranteeing that
this Letter of Transmittal (or facsimile hereof) and all other documents
required by this Letter, together with certificates for the Existing Notes, in
proper form for transfer (or a Book entry Confirmation) in proper form for
transfer, will be received by the Exchange Agent within three (3) New York Stock
Exchange trading days after the Expiration Date.
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Any Holder of Existing Notes who wishes to tender Existing Notes pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m.,
New York City time, on the Expiration Date. Upon request of the Exchange Agent,
a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their
Existing Notes according to the guaranteed delivery procedures set forth above.
See "The Exchange Offer - Guaranteed Delivery Procedures" section of the
Prospectus.
3. Tender by Holder. Only a Holder of Existing Notes may tender such
Existing Notes in the Exchange Offer. Any beneficial Holder of Existing Notes
who is not the registered Holder and who wishes to tender should arrange with
the registered Holder to execute and deliver this Letter of Transmittal on its
behalf or must, prior to completing and executing this Letter of Transmittal and
delivering its Existing Notes, either make appropriate arrangements to register
ownership of the Existing Notes in such Holder's name or obtain a properly
completed bond power from the registered Holder.
4. Partial Tenders. Tenders of Existing Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Existing Notes is tendered, the tendering Holder should fill in the principal
amount tendered in the fourth column, entitled "Principal Amount Tendered," of
the box entitled "Description of Existing Notes Tendered" above. The entire
principal amount of Existing Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. If the entire principal
amount of all Existing Notes is not tendered, then Existing Notes for the
principal amount of Existing Notes not tendered and Series D Notes issued in
exchange for any Existing Notes accepted will be sent to the Holder at its
registered address, unless a different address is provided in the appropriate
box on this Letter of Transmittal, promptly after the Existing Notes are
accepted for exchange.
5. Signatures on This Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is
signed by the record Holder(s) of the Existing Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
Existing Notes without alteration, enlargement or any change whatsoever. If this
Letter of Transmittal is signed by a participant in DTC, the signature must
correspond with the name as it appears on the security position listing as the
Holder of the Existing Notes. If any tendered Existing Notes are owned of record
by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Existing Notes listed and tendered hereby and
the Series D Notes issued in exchange therefor are to be issued (or any
untendered principal amount of Existing Notes is to be reissued) to the
registered Holder, the said Holder need not and should not endorse any tendered
Existing Notes, nor provide a separate bond power. In any other case, such
Holder must either properly endorse the Existing Notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Existing Notes listed, such
Existing Notes must be endorsed or accompanied by appropriate bond powers, in
each case signed as the name of the registered Holder or Holders appears on the
Existing Notes.
If this Letter of Transmittal (or facsimile hereof) or any Existing Notes
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Existing Notes or signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.
No signature guarantee is required if (i) this Letter of Transmittal is
signed by the registered Holder(s) of the Existing Notes tendered herewith (or
by a participant in DTC whose name appears on a security position listing as the
owner of the tendered Existing Notes) and the issuance of Series D Notes (and
any Existing Notes not tendered or not accepted) are to be issued directly to
such registered Holder(s) (or, if signed by a participant in DTC, any Series D
Notes or Existing Notes not tendered or not accepted are to be deposited to such
participant's account at DTC) and neither the box entitled "Special Delivery
Instructions" nor the box entitled "Special Issuance Instructions" has been
completed, or (ii) such Existing Notes are
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tendered for the account of an Eligible Institution. In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution.
6. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable box or boxes, the name and address (or account at
DTC) to which Series D Notes or substitute Existing Notes for principal amounts
not tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal. In
the case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Existing Notes pursuant to the Exchange Offer. If,
however, Series D Notes or Existing Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered Holder of the Existing
Notes tendered hereby, or if tendered Existing Notes are registered in the name
of any person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of Existing Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(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 this Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 7, it will not be necessary for transfer
tax stamps to be affixed to the Existing Notes listed in this Letter of
Transmittal.
8. Tax Identification Number. Federal income tax law requires that a Holder
of any Existing Notes which are accepted for exchange must provide the Company
(as payor) with its 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 Company is not provided with the correct TIN or an adequate basis for
exemption, the Holder may be subject to a $50 penalty imposed by Internal
Revenue Service (the "IRS") and payments made with respect to Existing Notes
purchased pursuant to the exchange may be subject to backup withholding at a 31%
rate. If withholding results in an over-payment of taxes, a refund may be
obtained. Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
To prevent backup withholding, each exchanging Holder must provide such
Holder's correct TIN by completing the Substitute Form W-9 attached to this
Letter of Transmittal, certifying that (i) the TIN provided is correct (or that
such Holder is awaiting a TIN), and (ii) the Holder is not subject to backup
withholding because (A) the Holder is exempt from backup withholding, (B) the
Holder has not been notified by the IRS that such Holder is subject to backup
withholding as a result of failure to report all interest or dividends, or (C)
the IRS has notified the Holder that such Holder is no longer subject to backup
withholding. If the Existing Notes are registered in more than one name or are
not in the name of the actual owner, see the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report.
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.
9. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of tendered Existing Notes will be
determined by the Company, in its sole discretion, which determination will be
final and binding. The Company reserves the right to reject any and all Existing
Notes not validly tendered or any Existing Notes, the Company's acceptance of
which would, in the opinion of the Company or its counsel, be unlawful. The
Company also reserves the right to waive any conditions of the Exchange Offer or
defects or irregularities in tenders of Existing Notes as to any ineligibility
of any Holder who seeks to tender Existing Notes in the Exchange Offer. The
interpretation of the terms and conditions of the Exchange Offer (including this
Letter of Transmittal and the instructions hereto) by the Company shall be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Existing Notes must be cured within such reasonable
period of time as the Company shall determine. The Company will use reasonable
efforts to
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give notification of defects or irregularities with respect to tenders of
Existing Notes, but not be under any duty to give such notification nor shall it
incur any liability for failure to give such notification.
10. Waiver of Conditions. The Company reserves the absolute right to waive,
in whole or part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Existing Notes or transmittal of this Letter of Transmittal
will be accepted. All tendering Holders, by execution of this Letter of
Transmittal, shall waive any right to receive notice of acceptance of their
Existing Notes for exchange.
12. Mutilated, Lost, Stolen or Destroyed Existing Notes. Any Holder whose
Existing Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
13. Requests for Assistance or Additional Copies. Requests for assistance or
for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover page 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 Existing Notes and Issuance of Series D Notes;
Return of Existing Notes. Subject to the terms and conditions of the Exchange
Offer, the Company will accept for exchange all validly tendered Existing Notes
as soon as practicable after the Expiration Date and will issue Series D Notes
therefor as soon as practicable thereafter. For purposes of the Exchange Offer,
the Company shall be deemed to have accepted tendered Existing Notes when, as
and if the Company has given written and oral notice thereof to the Exchange
Agent. If any tendered Existing Notes are not exchanged pursuant to the Exchange
Offer for any reason, such unexchanged Existing Notes will be returned, without
expense, to the undersigned at the address shown above (or credited to the
undersigned's account at DTC designated above) or at a different address as may
be indicated under the box entitled "Special Delivery Instructions."
15. Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer - Withdrawal Rights."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF,
TOGETHER WITH THE EXISTING NOTES (WHICH MUST BE DELIVERED BY BOOK-ENTRY TRANSFER
OR IN ORIGINAL HARD COPY FORM) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a Holder of Existing Notes whose Existing
Notes are accepted for exchange may be subject to backup withholding unless the
Holder provides the Exchange Agent with either (a) (i) such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 attached to this
Letter of Transmittal, certifying that the TIN provided on Substitute Form W-9
is correct (or that such holder of Existing Notes is awaiting a TIN), or (ii)
the Holder is not subject to backup withholding because (A) the Holder is exempt
from backup withholding, (B) the Holder has not been notified by the IRS that
such Holder is subject to backup withholding as a result of failure to report
all interest or dividends, or (C) the IRS has notified the Holder that such
Holder is no longer subject to backup withholding, or (b) another adequate basis
for exception from backup withholding. If such Holder of Existing Notes is an
individual, the TIN is such Holder's social security member. If the Exchange
Agent is not provided with the correct TIN, the holder of Existing Notes may be
subject to certain penalties imposed by the Internal Revenue Service (the
"IRS").
Certain holders of Existing Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt Holders of Existing Notes should indicate their
exempt status on Substitute Form W-9. In order for a foreign individual to
qualify as an exempt recipient, the holder must submit a Form W-8, signed under
penalties of perjury, attesting to that individual's exempt status. A Form W-8
can be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for more
instructions.
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If backup withholding applies, the Exchange Agent is required to withhold
31% of any such payments made to the Holder of Existing Notes or other payees.
Backup withholding is not an additional tax. Rather, the 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 IRS.
The box in Part 3 of the Substitute Form W-9 may be checked if the
surrendering Holder of Existing Notes has not been issued a TIN and has applied
for a TIN or intends to apply for a TIN in the near future. If the box in Part 3
is checked, the holder of Existing Notes or other payee must also complete the
Certificate of Awaiting Taxpayer Identification Number below in order to avoid
backup withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Exchange Agent will withhold 31% of all payments made prior to the time a
properly certified TIN is provided to the Exchange Agent.
The holder of Existing Notes is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Existing Notes. If the Existing Notes are 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
additional guidance on which number to report.
(TO BE COMPLETED BY ALL TENDERING HOLDERS (SEE INSTRUCTION 8))
PAYOR'S NAME: U.S. BANK TRUST NATIONAL ASSOCIATION, AS PAYING AGENT
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SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN IN THE SPACE AT SOCIAL SECURITY NUMBER(S) OR
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. EMPLOYER IDENTIFICATION
NUMBER(S)
FORM W-9 _____________________________
DEPARTMENT OF THE TREASURY _____________________________________________________________________________________________
INTERNAL REVENUE SERVICE ("IRS") PART 2 - FOR PAYEES EXEMPT FROM BACKUP
WITHHOLDING, SEE THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 AND THEREIN
COMPLETE AS INSTRUCTED.
PAYOR'S REQUEST FOR ______________________________________________________________________________________________
TAXPAYER IDENTIFICATION
NUMBER ("TIN") PART 3 - AWAITING TIN | |
______________________________________________________________________________________________
CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM
WAITING FOR A NUMBER TO BE ISSUED TO ME), AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (A) I AM EXEMPT FROM BACKUP
WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED BY THE 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.
CERTIFICATION RESTRICTIONS - YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN NOTIFIED
BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING
INTEREST OR DIVIDENDS ON YOUR TAX RETURN.
Signature__________________________
Date_______________________________
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