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EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
TENDER OF
11% SENIOR NOTES DUE 2007
(CUSIP NOS. 92326YAE9 AND U92202AA5)
IN EXCHANGE FOR
11% SENIOR NOTES DUE 2007
(CUSIP NO. 92326YAF6)
VENTURE HOLDINGS COMPANY LLC
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________,
1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING SENIOR NOTES TENDERED
IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
Deliver to the Exchange Agent:
THE HUNTINGTON NATIONAL BANK
By Mail, Overnight Courier
or Hand Delivery: By Facsimile: New York Drop Agent
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The Huntington National Bank The Huntington National Bank The Bank of New York
41 South High Street-HC1112 Attention: Corporate Trust Department 101 Barclay Street
Columbus, Ohio 43215 (614) 480-5223 New York, New York 10286
Attention: Corporate Trust Department (For Eligible Institutions Only)
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.
The undersigned hereby acknowledges receipt and review of the Prospectus
dated ________, 1999 (the "Prospectus") of Venture Holdings Company LLC, a
Michigan limited liability company, as successor to Venture Holdings Trust (the
"Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"), which
together describe the Issuer's offer (the "Exchange Offer") to exchange its 11%
Senior Notes due 2007 (the "Senior Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 11% Senior Notes due 2007 (the
"Outstanding Senior Notes"), pursuant to a Registration Statement of which the
Prospectus is a part. Capitalized terms used but not defined herein have the
respective meaning given to them in the Prospectus.
The Issuer reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date in which the Exchange Offer is extended. The
Issuer shall notify the Exchange Agent of any extension 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 of Outstanding Senior
Notes either if original Outstanding Senior Notes are to be forwarded herewith
or if delivery of Outstanding Senior Notes, if available, is to be made by
book-entry
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transfer to the account maintained by the Exchange Agent at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in the Prospectus under the caption "The Exchange Offer-Valid Tender."
Holders of Outstanding Senior Notes whose Outstanding Senior Notes are not
immediately available, or who are unable to deliver their Outstanding Senior
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
Outstanding Senior Notes according to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer-Guaranteed
Delivery." See Instruction 1. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Outstanding Senior Notes are registered on the books of the Issuer or
any other person who has obtained a properly completed bond power from the
registered Holder. 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 Outstanding
Senior 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 Outstanding Senior 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 OUTSTANDING SENIOR NOTES TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) AGGREGATE AGGREGATE PRINCIPAL
EXACTLY AS NAME(S) APPEAR(S) ON OUTSTANDING SENIOR REGISTERED PRINCIPAL AMOUNT AMOUNT TENDERED**
NOTE NUMBER(S)* REPRESENTED BY
(PLEASE FILL IN, IF BLANK) NOTE(S)
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TOTAL
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*Need not be completed by book-entry Holders.
**Unless otherwise indicated, any tendering Holder of Outstanding Senior Notes
will be deemed to have tendered the entire aggregate principal amount
represented by such Outstanding Senior Notes. All tenders must be in integral
multiples of $1,000.
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|_| CHECK HERE IF TENDERED OUTSTANDING SENIOR NOTES ARE ENCLOSED HEREWITH.
|_| CHECK HERE IF TENDERED OUTSTANDING SENIOR NOTES ARE BEING DELIVERED BY
BOOK ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE
AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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|_| CHECK HERE IF TENDERED OUTSTANDING SENIOR NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) of Outstanding Senior Notes:
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if available):
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Name of Eligible Institution that Guaranteed Delivery:
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Account Number (if delivered by book-entry transfer):
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|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
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Address:
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If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of Senior
Exchange Notes. If the undersigned is a broker-dealer that will receive Senior
Exchange Notes for its own account in exchange for Outstanding Senior Notes, it
acknowledges that the Outstanding Senior Notes were acquired as a result of
market-making activities or other trading activities and that it will deliver a
prospectus in connection with any resale of such Senior Exchange Notes; however,
by so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
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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 Issuer for exchange the principal amount of Outstanding
Senior Notes indicated above. Subject to and effective upon the acceptance for
exchange of the principal amount of Outstanding Senior Notes tendered in
accordance with this Letter of Transmittal, the undersigned hereby exchanges,
assigns and transfers to the Issuer all right, title and interest in and to the
Outstanding Senior 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 Issuer in connection with the Exchange Offer) with
respect to the tendered Outstanding Senior Notes with full power of substitution
to (i) deliver such Outstanding Senior Notes, or transfer ownership of such
Outstanding Senior Notes on the account books maintained by the Book-Entry
Transfer Facility, to the Issuer and deliver all accompanying evidences of
transfer and authenticity, and (ii) present such Outstanding Senior Notes for
transfer on the books of the Issuer and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Outstanding Senior 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
Outstanding Senior Notes tendered hereby and to acquire the Senior Exchange
Notes issuable upon the exchange of such tendered Outstanding Senior Notes, and
that the Issuer 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 Issuer.
The undersigned acknowledges that this Exchange Offer is being made on the
Issuer's belief, based upon interpretations contained in no-action letters
issued to third parties by the staff of the Securities and Exchange Commission
(the "Commission"), that the Senior Exchange Notes issued in exchange for the
Outstanding Senior 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 Issuer 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 Senior Exchange
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
Senior Exchange Notes and have no arrangement or understanding with any person
to participate in a distribution of such Senior Exchange Notes. The undersigned
hereby further represent(s) to the Company that (i) any Senior Exchange Notes
acquired in exchange for Outstanding Senior Notes tendered hereby are being
acquired in the ordinary course of business of the person receiving such Senior
Exchange Notes, (ii) the undersigned is not engaging in and does not intend to
engage in a distribution of the Senior Exchange Notes, (iii) the undersigned has
no arrangement or understanding with any person to participate in the
distribution of such Senior Exchange Notes, and (iv) the undersigned is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuer.
If the undersigned or the person receiving the Senior Exchange Notes is a
broker-dealer that is receiving Senior Exchange Notes for its own account in
exchange for Outstanding Senior 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 Senior Exchange 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 Senior Exchange 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 Senior Exchange Notes, in which case the
registration statement must contain
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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 Issuer.
If the undersigned or the person receiving the Senior Exchange Notes is an
"affiliate" (as defined in Rule 405 under the Securities Act) of the Issuer, the
undersigned represents to the Issuer that the undersigned understands and
acknowledges that the Senior Exchange 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 Issuer to be necessary or
desirable to complete the exchange, assignment and transfer of the Outstanding
Senior Notes tendered hereby, including the transfer of such Outstanding Senior
Notes on the account books maintained by the Book-Entry Transfer Facility.
For purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted for exchange validly tendered Outstanding Senior Notes when, as and if
the Issuer gives oral or written notice thereof to the Exchange Agent. Any
tendered Outstanding Senior 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.
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.
The undersigned acknowledges that the Issuer's acceptance of properly
tendered Outstanding Senior Notes pursuant to the procedures described under the
caption "The Exchange Offer - Valid Tender" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Issuer upon the terms and subject to the conditions of the Exchange
Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Senior Exchange Notes issued in exchange for the Outstanding Senior
Notes accepted for exchange and return any Outstanding Senior Notes not tendered
or not exchanged, in the name(s) of the undersigned. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail or deliver the
Senior Exchange Notes issued in exchange for the Outstanding Senior Notes
accepted for exchange and any Outstanding Senior Notes not tendered or not
exchanged (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signatures. In the event that both
"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the Senior Exchange Notes issued in exchange for the
Outstanding Senior Notes accepted for exchange in the name(s) of, and return any
Outstanding Senior Notes not tendered or not exchanged to, the person(s) so
indicated. The undersigned recognizes that the Issuer has no obligation pursuant
to the "Special Issuance Instructions" and "Special Delivery Instructions" to
transfer any Outstanding Senior Notes from the name of the registered holder(s)
thereof if the Issuer does not accept for exchange any of the Outstanding Senior
Notes so tendered for exchange.
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SPECIAL ISSUANCE
INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Outstanding Senior Notes in a principal amount
not tendered, or Senior Exchange Notes issued in exchange for Outstanding Senior
Notes accepted for exchange, are to be issued in the name of someone other than
the undersigned, or (ii) if Outstanding Senior Notes tendered by book-entry
transfer which are not exchanged are to be returned for credit to an account
maintained at the Book-Entry Transfer Facility. Issue Senior Exchange Notes
and/or Outstanding Senior Notes to:
Name(s):
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(Please Type or Print)
Address:
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(Include Zip Code)
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(Tax Identification or Social Security No.)
(Complete Substitute Form W-9)
|_| Credit unexchanged Outstanding Senior Notes delivered by book-entry transfer
to the Book-Entry Transfer Facility set forth below:
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(Book-Entry Transfer Facility Account Number,
if applicable)
SPECIAL DELIVERY
INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if Outstanding Senior Notes in a principal amount not
tendered, or Senior Exchange Notes issued in exchange for Outstanding Senior
Notes accepted for exchange, are to be mailed or delivered to someone other than
the undersigned, or to the undersigned at an address other than that shown below
the undersigned's signature.
Mail or deliver Senior Exchange Notes and/or Outstanding Senior Notes
to:
Name:
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(Please Type or Print)
Address:
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(Include Zip Code)
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(Tax Identification or Social Security No.)
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PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING SENIOR NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
X
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Date
X
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Date
Area Code and Telephone Number:
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The above lines must be signed by the registered Holder(s) of Outstanding Senior
Notes as name(s) appear(s) on the Outstanding Senior 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 Outstanding Senior 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 Issuer, submit evidence satisfactory to the Issuer of
such person's authority so to act. See Instruction 5 regarding the completion of
this Letter of Transmittal, printed below.
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Include Zip Code)
MEDALLION SIGNATURE GUARANTEE (If
Required by Instruction 5)
Certain signatures must be Guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address, Include Zip Code)
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(Area Code and Telephone Number)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Outstanding Senior Notes or
Book-Entry Confirmations. All physically delivered Outstanding Senior Notes or
any confirmation of a book-entry transfer to the Exchange Agent's account at the
Book-Entry Transfer Facility of Outstanding Senior 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 Outstanding
Senior 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. Instead of delivery by mail, it is
recommended that the Holder use an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure delivery to the Exchange
Agent before the Expiration Date. No Letter of Transmittal or Outstanding Senior
Notes should be sent to the Issuer.
2. Guaranteed Delivery Procedures. Holders who wish to tender their
Outstanding Senior Notes and (a) whose Outstanding Senior Notes are not
immediately available, or (b) who cannot deliver their Outstanding Senior Notes,
this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date or (c) who are unable to complete
the procedure for book-entry transfer on a timely basis, must tender their
Outstanding Senior 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) the Holder must deliver a
properly completed and signed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) to the Exchange Agent on or prior to the
Expiration Date, setting forth the name and address of the Holder of the
Outstanding Senior Notes, the registration number(s) of such Outstanding Senior
Notes and the principal amount of Outstanding Senior Notes tendered; and (iii)
the Holder must deliver the certificates for all physically tendered shares of
Outstanding Senior Notes, in proper form for transfer, or Book-Entry
Confirmation, as the case may be, this Letter of Transmittal and all other
documents required by this Letter to the Exchange Agent within three (3) New
York Stock Exchange trading days after the Notice of Guaranteed Delivery is
executed.
Any Holder of Outstanding Senior Notes who wishes to tender Outstanding
Senior 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 Outstanding Senior Notes according to the guaranteed delivery
procedures set forth above.
See "The Exchange Offer - Guaranteed Delivery" section of the Prospectus.
3. Tender by Holder. Only a Holder of Outstanding Senior Notes may tender
such Outstanding Senior Notes in the Exchange Offer. Any beneficial Holder of
Outstanding Senior 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 his behalf or must, prior to completing and executing
this Letter of Transmittal and delivering his Outstanding Senior Notes, either
make appropriate arrangements to register ownership of the Outstanding Senior
Notes in such Holder's name or obtain a properly completed bond power from the
registered Holder.
4. Partial Tenders. Tenders of Outstanding Senior Notes will be accepted
only in integral multiples of $1,000. If less than the entire principal amount
of any Outstanding Senior Notes is tendered, the tendering Holder should fill in
the
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principal amount tendered in the fourth column, entitled "Principal Amount
Tendered," of the box entitled "Description of Outstanding Senior Notes
Tendered" above. The entire principal amount of Outstanding Senior Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Outstanding Senior
Notes is not tendered, then Outstanding Senior Notes for the principal amount of
Outstanding Senior Notes not tendered and Senior Exchange Notes issued in
exchange for any Outstanding Senior Notes accepted 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, promptly after the Outstanding
Senior Notes are accepted for exchange.
5. Signatures on This Letter of Transmittal; Bond Powers and Endorsements;
Medallion Guarantee of Signatures. If this Letter of Transmittal (or facsimile
hereof) is signed by the record Holder(s) of the Outstanding Senior Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the Outstanding Senior Notes without alteration, enlargement or any
change whatsoever. If this Letter of Transmittal is signed by a participant in
the Book-Entry Transfer Facility, the signature must correspond with the name as
it appears on the security position listing as the Holder of the Outstanding
Senior Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Outstanding Senior Notes listed and tendered
hereby and the Senior Exchange Notes issued in exchange therefor are to be
issued (or any untendered principal amount of Outstanding Senior Notes is to be
reissued) to the registered Holder, the said Holder need not and should not
endorse any tendered Outstanding Senior Notes, nor provide a separate bond
power. In any other case, such Holder must either properly endorse the
Outstanding Senior 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 Outstanding Senior Notes
listed, such Outstanding Senior 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 Outstanding Senior Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Senior 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 Issuer, evidence satisfactory to the Issuer
of their authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Outstanding Senior 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 Outstanding Senior Notes tendered
herewith (or by a participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of the tendered Outstanding
Senior Notes) and the issuance of Senior Exchange Notes (and any Outstanding
Senior Notes not tendered or not accepted) are to be issued directly to such
registered holder(s) (or, if signed by a participant in the Book-Entry Transfer
Facility, any Senior Exchange Notes or Outstanding Senior Notes not tendered or
not accepted are to be deposited to such participant's account at such
Book-Entry Transfer Facility) and neither the box entitled "Special Delivery
Instructions" nor the box entitled "Special Issuance Instructions" has been
completed, or (ii) such Outstanding Senior Notes are 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 Registration and Delivery Instructions. Tendering holders should
indicate, in the applicable box or boxes, the name and address (or account at
the Book-Entry Transfer Facility) to which Senior Exchange Notes or substitute
Outstanding Senior 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.
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7. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Senior Notes pursuant to the Exchange
Offer. If, however, Senior Exchange Notes or Outstanding Senior 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 Outstanding Senior Notes tendered hereby, or if
tendered Outstanding Senior 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 Outstanding Senior 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 OUTSTANDING SENIOR NOTES LISTED IN THIS
LETTER OF TRANSMITTAL.
8. Tax Identification Number. Federal income tax law requires that a holder
of any Outstanding Senior Notes which are accepted for exchange must provide the
Issuer (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 Issuer is not provided with the correct TIN, the Holder
may be subject to a $50 penalty imposed by Internal Revenue Service. (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 tendering Holder must 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 (i) 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 (ii) the Internal Revenue Service has
notified the Holder that such Holder is no longer subject to backup withholding.
If the Outstanding Senior 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 of Substitute Form W-9" for information on
which TIN to report.
The Issuer reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Issuer'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 Outstanding Senior Notes
will be determined by the Issuer, in its sole discretion, which determination
will be final and binding. The Issuer reserves the right to reject any and all
Outstanding Senior Notes not validly tendered or any Outstanding Senior Notes,
the Issuer's acceptance of which would, in the opinion of the Issuer or its
counsel, be unlawful. The Issuer also reserves the right to waive any conditions
of the Exchange Offer or defects or irregularities in tenders of Outstanding
Senior Notes as to any ineligibility of any Holder who seeks to tender
Outstanding Senior 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 Issuer shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Senior Notes must be cured within such time as the Issuer shall
determine. The Issuer will use reasonable efforts to give notification of
defects or irregularities with respect to tenders of Outstanding Senior Notes,
but shall not incur any liability for failure to give such notification.
10. Waiver of Conditions. The Issuer reserves the absolute right to waive,
in whole or in 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 Outstanding Senior Notes or
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transmittal of this Letter of Transmittal will be accepted.
12. Mutilated, Lost, Stolen or Destroyed Outstanding Senior Notes. Any
Holder whose Outstanding Senior 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 Outstanding Senior Notes and issuance of Senior
Exchange Notes; Return of Outstanding Senior Notes. Subject to the terms and
conditions of the Exchange Offer, the Issuer will accept for exchange all
validly tendered Outstanding Senior Notes as soon as practicable after the
Exchange Date and will issue Senior Exchange Notes therefor as soon as
practicable thereafter. For purposes of the Exchange Offer, the Issuer shall be
deemed to have accepted tendered Outstanding Senior Notes when, as and if the
Issuer has given written and oral notice thereof to the Exchange Agent. If any
tendered Outstanding Senior Notes are not exchanged pursuant to the Exchange
Offer for any reason, such unexchanged Outstanding Senior Notes will be
returned, without expense, to the undersigned at the address shown above (or
credited to the undersigned's account at the Book-Entry Transfer Facility
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 OUTSTANDING SENIOR 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.
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(TO BE COMPLETED BY ALL TENDERING HOLDERS (SEE INSTRUCTION 5))
PAYOR'S NAME: VENTURE HOLDINGS COMPANY LLC
SUBSTITUTE PART I-TAXPAYER IDENTIFICATION NUMBER PART II-For Payees Exempt From
FORM W-9 For all accounts, enter your Backup Withholding, (see enclosed
taxpayer identification number in Guidelines)
PAYER'S REQUEST FOR the appropriate box. For most indi-
TAXPAYER IDENTIFICATION viduals and sole proprietors, this is
NUMBER your social security number. For
other entities, it is your Employer
DEPARTMENT OF THE TREASURY, Identification Number. If you do not
INTERNAL REVENUE SERVICE have a number, see How to Obtain a
TIN in the enclosed Guidelines.
Note: If the account is in more than
one name, see the chart on page 2 of
the enclosed Guidelines to deter-
mine what number to enter.
-------------------------------------------
Social Security or Employer Identification
Number
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 either (a) I have
mailed or delivered an application to receive a taxpayer identification number
to the appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in the
near future. I understand that if I do not provide a taxpayer identification
number within sixty (60) days, 31 % of all reportable payments made to me
thereafter will be withheld until I provide a number;
(2) I am not subject to backup withholding either because (a) I am exempt
from backup withholding, or (b) I have not been notified by the Internal Revenue
Service ("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; and
(3) Any other information provided on this form is true, correct and
complete.
SIGNATURE ______________________________________ DATE _____________, 1999
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE
SENIOR EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
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