EXHIBIT 99.4
WESTLAKE CHEMICAL CORPORATION
LETTER OF TRANSMITTAL
FOR TENDER OF ALL OUTSTANDING
8 3/4% SENIOR NOTES DUE 2011
IN EXCHANGE FOR REGISTERED
8 3/4% SENIOR NOTES DUE 2011
FULLY AND UNCONDITIONALLY GUARANTEED BY ALL DOMESTIC RESTRICTED SUBSIDIARIES
OF WESTLAKE CHEMICAL CORPORATION
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
JANUARY 7, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). OLD NOTES
TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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Deliver to the Exchange Agent:
JPMorgan Chase Bank
(800) 275-2048
BY OVERNIGHT DELIVERY, COURIER OR MAIL (IF BY MAIL,
REGISTERED OR CERTIFIED MAIL RECOMMENDED):
JPMorgan Chase Bank
4 New York Plaza
Ground Floor Window
New York, New York 10004
BY FACSIMILE TRANSMISSION (ELIGIBLE INSTITUTIONS ONLY):
(214) 468-6494
Attention: Frank Ivins
Confirm by Telephone:
(214) 468-6464
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION VIA FACSIMILE TO A 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 THE LETTER OF TRANSMITTAL IS
COMPLETED.
The undersigned hereby acknowledges receipt and review of the
prospectus dated [__________], 2003 (the "Prospectus"), of Westlake Chemical
Corporation (the "Issuer") and this letter of transmittal. These two documents
together constitute the offer by the Issuer and its domestic restricted
subsidiaries (the "Guarantors") to exchange the Issuer's 8 3/4% Senior Notes due
2011 fully and unconditionally guaranteed by the Guarantors (the "New Notes"),
the issuance of which has been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of the Issuer's
issued and outstanding unregistered 8 3/4% Senior Notes due 2011 fully and
unconditionally guaranteed by the Guarantors (the "Old Notes"). The offer to
exchange the New Notes for the Old Notes is referred to as the "Exchange Offer."
The Issuer reserves the right, at any time or from time to time, to
extend the period of time during which the Exchange Offer for the Old Notes is
open, at its discretion, in which event the term "Expiration Date" shall mean
the latest date to which the Exchange Offer is extended. The Issuer shall notify
JPMorgan Chase Bank (the "Exchange Agent") of any extension by oral or written
notice and shall make a public announcement thereof 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 Old Notes if
(i) certificates of Old Notes are to be forwarded herewith or (ii) delivery of
Old Notes 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 --
Procedures for Tendering -- Book-Entry Transfer" and an "agent's message" is not
delivered as described in the Prospectus under the caption "The Exchange Offer
- -- Procedures for Tendering -- Tendering Though DTC's Automated Tender Offer
Program." Tenders by book-entry transfer may also be made by delivering an
agent's message in lieu of this letter of transmittal pursuant to DTC's
Automated Tender Offer Program ("ATOP"). Holders of Old Notes whose Old Notes
are not immediately available, or who are unable to deliver their Old Notes,
this letter of transmittal and all other documents required hereby to the
Exchange Agent or to comply with the applicable procedures under DTC's ATOP on
or prior to the Expiration Date, must tender their Old 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 for Old Notes
means any person in whose name such Old Notes are registered on the books of the
security registrar for the Old Notes, any person who holds such Old Notes and
has obtained a properly completed bond power from the registered holder or any
participant in the DTC system whose name appears on a security position listing
as the holder of such Old Notes and who desires to deliver such Old 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 such Exchange Offer. Holders who wish to tender
their Old Notes must complete this letter of transmittal in its entirety (unless
such Old Notes are to be tendered by book-entry transfer and an agent's message
is delivered in lieu hereof pursuant to DTC's ATOP).
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 Old Notes tendered under this letter of transmittal. 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.
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DESCRIPTION OF OLD NOTES TENDERED
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NAME(S) AND ADDRESS(ES)
OF REGISTERED HOLDER(S) EXACTLY
AS NAME(S) APPEAR(S) ON OLD
NOTES (PLEASE FILL IN, IF BLANK) OLD NOTE(S) TENDERED
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AGGREGATE PRINCIPAL
AMOUNT
REPRESENTED PRINCIPAL AMOUNT
REGISTERED NUMBER(S)* BY NOTE(S) TENDERED**
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------------------------------------------------
------------------------------------------------
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Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Old Notes will be
deemed to have tendered the entire aggregate principal amount represented
by such Old Notes. All tenders must be in integral multiples of $1,000.
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering Institution: __________________________________________________________________________
DTC Account Number(s): __________________________________________________________________________________
Transaction Code Number(s): _____________________________________________________________________________
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY EITHER ENCLOSED HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED)
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) of Old Notes: ___________________________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________________________________________
Window Ticket Number (if available): ____________________________________________________________________
Name of Eligible Institution that Guaranteed Delivery: ________________________________________
DTC Account Number(s) (if delivered by book-entry transfer): ____________________________________________
Transaction Code Number(s) (if delivered by book-entry transfer): _______________________________________
Name of Tendering Institution (if delivered by book-entry transfer): ____________________________________
[ ] CHECK HERE AND COMPLETE THE FOLLOWING 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: ___________________________________________________________________________________________________
Address: ________________________________________________________________________________________________
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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 and the Guarantors for exchange the
principal amount of Old Notes (including the related guarantees) indicated
above. Subject to and effective upon the acceptance for exchange of the
principal amount of Old Notes tendered in accordance with this letter of
transmittal, the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Issuer and the Guarantors all right, title and interest in and
to such Old Notes tendered for exchange hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact for the undersigned (with full knowledge that said
Exchange Agent also acts as the agent for the Issuer and the Guarantors in
connection with the Exchange Offer) with respect to the tendered Old Notes with
full power of substitution to (i) deliver such Old Notes, or transfer ownership
of such Old Notes on the account books maintained by DTC, to the Issuer and the
Guarantors, as applicable, and deliver all accompanying evidences of transfer
and authenticity, and (ii) present such Old Notes for transfer on the books of
the Issuer and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Old 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 Old Notes
tendered hereby and to acquire the New Notes issuable upon the exchange of such
tendered Old Notes, and that the Issuer and the Guarantors 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 and the Guarantors.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretations set forth in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc.
(available June 5, 1991), Shearman & Sterling (available July 2, 1993) and
similar no-action letters (the "Prior No-Action Letters"), that the New Notes
issued in exchange for the Old 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 or any Guarantor
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 New Notes are acquired in the ordinary course of such
holders' business and such holders are not engaged in, and do not intend to
engage in, and have no arrangement or understanding with any person to
participate in, a distribution of such New Notes. The SEC has not, however,
considered the Exchange Offer in the context of a no-action letter, and there
can be no assurance that the staff of the SEC would make a similar determination
with respect to the Exchange Offer as it has in other interpretations to other
parties.
The undersigned hereby further represents to the Issuer and the
Guarantors that (i) any New Notes received are being acquired in the ordinary
course of business of the person receiving such New Notes, whether or not the
undersigned, (ii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of the Old Notes or the New Notes within the meaning of the Securities Act and
(iii) neither the holder nor any such other person is an "affiliate," as defined
in Rule 405 under the Securities Act, of the Issuer or any Guarantor or, if it
is such an affiliate, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable.
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
New Notes. If the undersigned is a broker-dealer, the undersigned represents
that it will receive New Notes for its own account in exchange for Old Notes
that were acquired as a result of market-making activities or other trading
activities, and it acknowledges that it will deliver a prospectus in connection
with any resale of such New 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. If the undersigned is
a broker-dealer, the undersigned represents that it did not purchase the Old
Notes to be exchanged for the New Notes from the Issuer or any Guarantor.
Additionally, the undersigned represents that it is not acting on
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behalf of any person who could not truthfully and completely make the foregoing
representations and the representations in the immediately preceding paragraph.
The undersigned acknowledges that if the undersigned is tendering Old Notes in
the Exchange Offer with the intention of participating in any manner in a
distribution of the New Notes (i) the undersigned cannot rely on the position of
the staff of the SEC set forth in the Prior 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 New Notes, in which case the registration
statement must contain the selling security holder information required by Item
507 or Item 508, as applicable, of Regulation S-K under the Securities Act and
(ii) failure to comply with such requirements in such instance could result in
the undersigned incurring liability for which the undersigned is not indemnified
by the Issuer or any Guarantor.
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 Old Notes
tendered hereby, including the transfer of such Old Notes on the account books
maintained by DTC.
For purposes of the Exchange Offer, the Issuer and the Guarantors shall
be deemed to have accepted for exchange validly tendered Old Notes when, as and
if the Issuer gives oral or written notice thereof to the Exchange Agent. Any
tendered Old Notes that are not accepted for exchange pursuant to the Exchange
Offer for any reason will be returned, without expense, to the undersigned 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 successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives.
This tender may be withdrawn only in accordance with the procedures set forth in
the Prospectus under the caption "The Exchange Offer -- Withdrawal of Tenders."
The undersigned acknowledges that the acceptance by the Issuer and the
Guarantors of properly tendered Old Notes pursuant to the procedures described
under the caption "The Exchange Offer -- Procedures for Tendering" in the
Prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned, the Issuer and the Guarantors upon the terms and
subject to the conditions of the Exchange Offer.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Issuer), the Issuer and the
Guarantors may not be required to exchange any of the Old Notes tendered hereby.
Unless otherwise indicated under "Special Issuance Instructions,"
please issue the New Notes issued in exchange for the Old Notes accepted for
exchange, and return any Old Notes not tendered or not exchanged, in the name(s)
of the undersigned (or, in the case of a book-entry delivery of Old Notes,
please credit the account indicated above maintained at DTC). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail or
deliver the New Notes issued in exchange for the Old Notes accepted for exchange
and any Old 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 New Notes issued
in exchange for the Old Notes accepted for exchange in the name(s) of, and
return any Old Notes not tendered or not exchanged to, the person(s) (or
account(s)) so indicated. The undersigned recognizes that neither the Issuer nor
any Guarantor has any obligation pursuant to the "Special Issuance Instructions"
and "Special Delivery Instructions" to transfer any Old Notes from the name of
the registered holder(s) thereof if the Issuer and the Guarantors do not accept
for exchange any of the Old Notes so tendered for exchange.
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_____________________________________________________________________________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6) (SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if (i) Old Notes in a principal To be completed ONLY if Old Notes in a principal
amount not tendered, or New Notes issued in exchange amount not tendered, or New Notes issued in exchange
for Old Notes accepted for exchange, are to be issued for Old Notes accepted for exchange, are to be mailed
in the name of someone other than the undersigned, or or delivered to someone other than the undersigned,
(ii) Old Notes tendered by book-entry transfer that or to the undersigned at an address other than that
are not exchanged are to be returned by credit to an shown below the undersigned's signature. Mail or
account maintained at DTC other than the DTC Account deliver New Notes and/or Old Notes to:
Number set forth above. Issue New Notes and/or Old
Notes to:
Name: ______________________________________________ Name: _______________________________________________
Address: ___________________________________________ Address: ____________________________________________
_____________________________________________________ ______________________________________________________
(include ZIP Code) (include ZIP Code)
_____________________________________________________ ______________________________________________________
(Tax Identification or Social Security Number) (Tax Identification or Social Security Number)
(PLEASE TYPE OR PRINT) (PLEASE TYPE OR PRINT)
_____________________________________________________________________________________________________________________
[ ] Credit unexchanged Old Notes delivered by book-entry transfer to the DTC account number set forth below:
DTC Account Number: _________________________________________________________________________________________________
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(complete accompanying Substitute Form W-9 below)
X ______________________________________________________________________________
X ______________________________________________________________________________
(Signature(s) of Registered Holder(s) of Old Notes)
Dated _____________________________
(The above lines must be signed by the registered holder(s) of Old Notes as
your/their name(s) appear(s) on the Old 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 Old 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): ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity (Full Title): ________________________________________________________
Address: ______________________________________________________________________
________________________________________________________________________________
(Include ZIP Code)
Area Code and Telephone Number: _______________________________________________
Taxpayer Identification or Social Security Number: ____________________________
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MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Certain signatures must be guaranteed by an Eligible Guarantor
Institution. Please read Instruction 5 of this letter of transmittal to
determine whether a signature guarantee is required for the tender of your Old
Notes.
Signature(s) Guaranteed by an
Eligible Guarantor Institution: _______________________________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name of Firm)
________________________________________________________________________________
(Address, Include Zip Code)
________________________________________________________________________________
(Area Code and Telephone Number)
Dated ___________________________________
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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 OLD NOTES OR AGENT'S
MESSAGE AND BOOK-ENTRY CONFIRMATIONS. All physically delivered Old Notes or any
confirmation of a book-entry transfer to the Exchange Agent's account at DTC of
Old 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 (or an agent's message in lieu hereof pursuant to DTC's ATOP),
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, or the tendering holder must comply with
the guaranteed delivery procedures set forth below. THE METHOD OF DELIVERY OF
THE TENDERED OLD 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 COURIER 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 OLD NOTES SHOULD
BE SENT TO THE ISSUER OR ANY GUARANTOR.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old
Notes and (a) whose Old Notes are not immediately available, (b) who cannot
deliver their Old 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 comply with the applicable procedures under DTC's ATOP prior to
the Expiration Date, must tender their Old 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 that is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (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, courier or overnight delivery) or a properly transmitted
agent's message and notice of guaranteed delivery setting forth the name and
address of the holder of the Old Notes, the registration number(s) of such Old
Notes and the total principal amount of Old Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within three New York Stock
Exchange trading days after the Expiration Date, this letter of transmittal (or
facsimile hereof or an agent's message in lieu hereof) together with the Old
Notes in proper form for transfer (or a Book-Entry Confirmation) and any other
documents required hereby, will be deposited by the Eligible Institution with
the Exchange Agent; and (iii) this letter of transmittal (or facsimile hereof or
an agent's message in lieu hereof) together with the certificates for all
physically tendered Old Notes in proper form for transfer (or Book-Entry
Confirmation, as the case may be) and all other documents required hereby are
received by the Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date.
Any holder of Old Notes who wishes to tender Old 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 Old
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 registered holder of Old Notes may tender
such Old Notes in the Exchange Offer. Any beneficial holder of Old 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 Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such holder's name or obtain a properly completed
bond power from the registered holder.
4. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Old Notes is tendered, the tendering holder should fill in the principal
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amount tendered in the fourth column of the box entitled "Description of Old
Notes Tendered" above. The entire principal amount of Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all Old Notes is not tendered, then Old Notes
for the principal amount of Old Notes not tendered and New Notes issued in
exchange for any Old Notes accepted will be returned to the holder as promptly
as practicable after the Old 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 Old Notes
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the Old Notes without alteration, enlargement or any
change whatsoever. If this letter of transmittal (or facsimile hereof) 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 Old Notes. If any
tendered Old Notes are owned of record by two or more joint owners, all of such
owners must sign this letter of transmittal.
If this letter of transmittal (or facsimile hereof) is signed by the
registered holder(s) of Old Notes listed and tendered hereby and the New Notes
issued in exchange therefor are to be issued (or any untendered principal amount
of Old Notes is to be reissued) to the registered holder(s), then said holder(s)
need not and should not endorse any tendered Old Notes, nor provide a separate
bond power. In any other case, such holder(s) must either properly endorse the
Old 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 that is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer Association,
Inc., including the Security Transfer Agent Medallion Program, the New York
Stock Exchange, Inc. Medallion Signature Program or the Stock Exchanges
Medallion Program (an "Eligible Guarantor Institution").
If this letter of transmittal (or facsimile hereof) or any Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, 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 to act must be submitted with this letter of transmittal.
NO SIGNATURE GUARANTEE IS REQUIRED IF (I) THIS LETTER OF TRANSMITTAL
(OR FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(S) OF THE OLD NOTES
TENDERED HEREIN (OR BY A PARTICIPANT IN DTC WHOSE NAME APPEARS ON A SECURITY
POSITION LISTING AS THE OWNER OF THE TENDERED OLD NOTES) AND THE NEW NOTES ARE
TO BE ISSUED DIRECTLY TO SUCH REGISTERED HOLDER(S) (OR, IF SIGNED BY A
PARTICIPANT IN DTC, DEPOSITED TO SUCH PARTICIPANT'S ACCOUNT AT DTC) AND NEITHER
THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" NOR THE BOX ENTITLED "SPECIAL
DELIVERY INSTRUCTIONS" HAS BEEN COMPLETED OR (II) SUCH OLD NOTES ARE TENDERED
FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. IN ALL OTHER CASES, ALL SIGNATURES
ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which New
Notes or substitute Old 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. Holders tendering Old Notes by book-entry
transfer may request that Old Notes not exchanged be credited to such account
maintained at DTC as such noteholder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name and address (or account number) of the person signing this letter of
transmittal.
7. TRANSFER TAXES. The Issuer and the Guarantors will pay or cause to
be paid all transfer taxes, if any, applicable to the exchange of Old Notes
pursuant to the Exchange Offer. If, however, New Notes or Old 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 Old Notes tendered hereby, or if tendered Old 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 Old 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 and the
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Exchange Agent will retain possession of an amount of New Notes with a face
amount at least equal to the amount of such transfer taxes due by such tendering
holder pending receipt by the Exchange Agent of the amount of such taxes.
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder of any Old Notes or New Notes 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 the Internal Revenue Service and backup withholding at the applicable
rate on interest and principal payments on the New Notes as provided by
applicable law.
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 New Notes will be registered in more than one name or will not be in the
name of the actual owner, consult the instructions on Internal Revenue Service
Form W-9, which may be obtained from the Exchange Agent, for information on
which TIN to report.
If a tendering holder does not have a TIN, such holder should consult
the instructions on Form W-9 concerning applying for a TIN, check the box in
Part 3 of the Substitute Form W-9, write "applied for" in lieu of its TIN and
sign and date the form and the Certificate of Awaiting Taxpayer Identification
Number. Checking this box, writing "applied for" on the form and signing such
certificate means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Issuer within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Issuer.
Certain foreign individuals and entities will not be subject to backup
withholding or information reporting if they submit a Form W-8, signed under
penalties of perjury, attesting to their foreign status. A Form W-8 can be
obtained from the Exchange Agent.
The Issuer reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Issuer's obligations regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility, time of receipt, acceptance and withdrawal of tendered Old Notes
will be determined by the Issuer in its sole discretion, which determination
will be final and binding. The Issuer reserves the absolute right to reject any
and all Old Notes not properly tendered or any Old Notes the Issuer's acceptance
of which might, in the opinion of the Issuer's counsel, be unlawful. The Issuer
also reserves the absolute right to waive any conditions of the Exchange Offer
or defects or irregularities of tenders as to particular Old Notes. The Issuer's
interpretation of the terms and conditions of the Exchange Offer (including this
letter of transmittal and the instructions hereto) shall be final and binding on
all parties. Unless waived, any defects or irregularities in connection with
tenders of Old Notes must be cured within such time as the Issuer shall
determine. Neither the Issuer, any Guarantor, the Exchange Agent nor any other
person shall be under any duty to give notification of defects or irregularities
with respect to tenders of Old Notes nor shall any of them incur any liability
for failure to give such notification.
10. WAIVER OF CONDITIONS. The Issuer 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 Old Notes will be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any holder whose
Old Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further
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instructions. This letter of transmittal and related documents cannot be
processed until the procedures for replacing lost, stolen or destroyed Old Notes
have been followed.
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. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF OR
AN AGENT'S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE OLD NOTES DELIVERED BY
BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE
EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE.
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- ------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------
Social Security Number
SUBSTITUTE PART 1 - Please Provide Your TIN in the Box at Right or
FORM W-9 (or Complete Part 3) and Certify by Signing and Dating
Below --------------------------------------
Employer Identification Number
- ------------------------------------------------------------------------------------------------------------------------------------
PART 2 - Certification - Under penalties of perjury, I PART 3
certify that:
Department of the Treasury (1) The number shown on this form is my correct Awaiting TIN [ ]
Internal Revenue Service Taxpayer Identification Number (or I have
Payor's Request for Taxpayer checked the box in part 3 and executed the
Identification Number (TIN) Certificate of Awaiting Taxpayer Identification
Number below),
(2) I am not subject to backup withholding because: Please complete the Certificate of
- ----------------------------- (a) I am exempt from backup withholding, or (b) Awaiting Taxpayer Identification
Name I have not been notified by the Internal Revenue Number below.
Service (IRS) that I am subject to backup
- ----------------------------- withholding as a result of failure to report all
Address (Number and Street) interest or dividends, or (c) the IRS has
notified me that I am no longer subject to
backup withholding, and
- -----------------------------
City, State and ZIP Code (3) I am a U.S. Person (including a U.S. resident
alien).
-----------------------------------------------------------------------------------------------
Certificate Instructions - You must cross out item (2) in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if, after being notified by the IRS that
you are subject to backup withholding, you received another notification from the IRS stating
that you are no longer subject to backup withholding, do not cross out item (2).
SIGNATURE DATE , 200
--------------------------------- ---------------------- --
- ------------------------------------------------------------------------------------------------------------------------------------
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
AT THE APPLICABLE RATE OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE NEW
NOTES.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payor within 60
days, the payor is required to withhold the applicable percentage of (1) any
reportable payments thereafter made to me until the payor receives a number and
(2) any withdrawal to the extent of reportable payments made to me during the
60-day period.
, 200
- -------------------------------------------- -------------------- --
SIGNATURE DATE
- -------------------------------------------------------------------------------
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