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EXHIBIT 99.1
LETTER OF TRANSMITTAL
MAXXAM GROUP HOLDINGS INC.
OFFER TO EXCHANGE
ALL OF ITS
12% SENIOR SECURED NOTES DUE 2003
FOR ITS
12% SERIES B SENIOR SECURED NOTES DUE 2003
PURSUANT TO THE PROSPECTUS DATED , 1997
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , , 1997, UNLESS EXTENDED.
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To: EXCHANGE AGENT
FIRST BANK NATIONAL ASSOCIATION
By Mail By Hand/Overnight Express:
First Bank National Association First Bank National Association
180 E. 5th Street 180 E. 5th Street
St. Paul, Minnesota 55101 St. Paul, Minnesota 55101
Attention: Rick Prokosch Attention: Rick Prokosch
Trust Officer Trust Officer
Facsimile Transmission:
To confirm receipt:
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
CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
The undersigned acknowledges receipt of the Prospectus, dated
, 199 ("Exchange Offer"), of MAXXAM Group Holdings Inc., a Delaware
corporation (the "Company"), relating to the offer of the Company, upon the
terms and subject to the conditions set forth in the Exchange Offer and in this
Letter of Transmittal and the instructions hereto (which together with the
Exchange Offer and the instructions hereto constitute the "Offer"), to exchange
its 12% Series B Senior Secured Notes due 2003 ("New Notes") for any and all
of its outstanding 12% Senior Secured Notes due 2003 ("Old Notes"), at the
rate of $1,000 principal amount of the New Notes for each $1,000 principal
amount of the Old Notes. Capitalized terms used but not defined herein have the
meanings given to them in the Exchange Offer.
The undersigned has completed the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Offer.
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This Letter of Transmittal is to be used whether the Old Notes are to
be physically delivered herewith, or whether guaranteed delivery procedures or
book-entry delivery procedures are being used, pursuant to the procedures set
forth under "The Exchange Offer" in the Exchange Offer. If 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"), this Letter of
Transmittal need not be manually executed, provided, however, that tenders of
Old Notes must be effected in accordance with the procedures mandated by DTC
and the procedures set forth in the Exchange Offer under the caption "The
Exchange Offer--Procedures for Tendering Old Notes--Book Entry Delivery." If a
person or entity in whose name Old Notes are registered on the books of the
Registrar (a "Registered Holder") desires to tender Old Notes and such Old
Notes are not immediately available or time will not permit all documents
required by the Offer to reach the Exchange Agent (or such Registered Holder is
unable to complete the procedure for book-entry transfer on a timely basis)
prior to the Expiration Date, a tender may be effected in accordance with the
guaranteed delivery procedures set forth in the Exchange Offer under the
caption "The Exchange Offer--Procedures for Exchanging Old Notes--Guaranteed
Delivery Procedures." See Instruction 1.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Offer, the
undersigned hereby tenders to the Company the principal amount of the Old Notes
indicated below. Subject to, and effective upon, the acceptance for exchange of
the Old Notes tendered hereby, the undersigned hereby irrevocably sells,
assigns and transfers to or upon the order of the Company all right, title and
interest in and to such Old Notes and hereby irrevocably constitutes and
appoints the Exchange Agent the true and lawful agent and attorney-in-fact of
the undersigned (with full knowledge that said exchange agent also acts as the
agent of the Company) with respect to such Old Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to take such further action as may be required in
connection with the delivery, tender and exchange of the Old Notes.
The undersigned acknowledges that this Offer is being made in reliance
on an interpretation by the staff of the Securities and Exchange Commission
(the "SEC") that the New Notes issued pursuant to the Exchange Offer in
exchange for the Old Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than (i) a broker-dealer who purchased
Old Notes directly from the Company for resale pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), or (ii) a person
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 New Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such New
Notes. See "Morgan Stanley & Co. Inc.," SEC No-Action Letter (available June 5,
1991); The Exchange Offer under the caption "The Exchange Offer -- Resales of
the New Notes."
THE UNDERSIGNED UNDERSTANDS AND AGREES THAT THE COMPANY RESERVES THE
RIGHT NOT TO ACCEPT TENDERED OLD NOTES FROM ANY TENDERING HOLDER IF THE COMPANY
DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT SUCH ACCEPTANCE COULD
RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS.
The undersigned, if the undersigned is a beneficial holder,
represents, or, if the undersigned is a broker, dealer, commercial bank, trust
company or other nominee, represents that it has received representations from
the beneficial owners of the Old Notes stating, (as defined in the Exchange
Offer) that (i) the New Notes to be acquired in connection with the Exchange
Offer by the Eligible Holder and each Beneficial Owner of the Old Notes are
being acquired by the Eligible Holder (as defined in the Exchange Offer) and
each
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Beneficial Owner in the ordinary course of business of the Eligible Holder and
each Beneficial Owner, (ii) the Eligible Holder and each Beneficial Owner are
not participating, do not intend to participate, and have no arrangement or
understanding with any person to participate, in the distribution of the New
Notes, (iii) the Eligible Holder and each Beneficial Owner acknowledge and
agree that any person participating in the Exchange Offer for the purpose of
distributing the New Notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction of the New Notes acquired by such person and cannot rely on
the position of the staff of the Commission set forth in no-action letters that
are discussed in the Exchange Offer under the caption "The Exchange Offer --
Resales of the New Notes," (iv) that if the Eligible Holder is a broker-dealer
that acquired Old Notes as a result of market making or other trading
activities, it will deliver a prospectus in connection with any resale of New
Notes acquired in the Exchange Offer, (v) the Eligible Holder and each
Beneficial Owner understand that a secondary resale transaction described in
clause (iii) above should be covered by an effective registration statement
containing the selling security holder information required by item 507 of
Regulations S-K of the Securities Act and (vi) neither the Eligible Holder nor
any Beneficial Owner is an "affiliate," as defined under Rule 405 of the
Securities Act, of the Company or of the Guarantor except as otherwise
disclosed to the Company in writing.
In addition, 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 that will
receive New Notes for its own account in exchange for Old Notes, it represents
that the Old Notes to be exchanged for New Notes were acquired by it as a result
of market-making activities or other trading activities and 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.
The undersigned understands and acknowledges that the Company reserves
the right in its sole discretion to purchase or make offers for any Old Notes
that remain outstanding subsequent to the Expiration Date or as set forth in
the Exchange Offer under the caption "The Exchange Offer -- Conditions of the
Exchange Offer," to terminate the Exchange Offer and, to the extent permitted
by applicable law, purchase Old Notes in the open market, in privately
negotiated transactions or otherwise. The term of any such purchases or offers
could differ from the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned
accepts the terms and conditions of the Offer, has full power and authority to
tender, exchange, assign and transfer the Old Notes tendered hereby, and that
when the same are accepted for exchange by the Company, 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 or
right. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be reasonably
necessary or desirable to complete the sale, assignment and transfer the Old
Notes tendered hereby.
The undersigned agrees that all authority conferred or agreed to be
conferred by this Letter of Transmittal and every obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrations, trustees in bankruptcy and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned.
The undersigned understands that tenders of the Old Notes pursuant to
any one of the procedures described under "The Exchange Offer -- Procedures for
Tendering Old Notes" in the Exchange Offer and in the instructions hereto
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will constitute a binding agreement between the undersigned and the Company in
accordance with the terms and subject to the conditions of the Offer.
The undersigned understands that by tendering Old Notes pursuant to
one of the procedures described in the Exchange Offer and the instructions
thereto, the tendering holder will be deemed to have waived the right to
receive any payment in respect of interest on the Old Notes accrued up to the
date of issuance of the New Notes.
The undersigned recognizes that, under certain circumstances set forth
in the Exchange Offer, the Company may not be required to accept for exchange
any of the Old Notes tendered. Old Notes not accepted for exchange or withdrawn
will be returned to the undersigned as the address set forth below unless
otherwise indicated under "Special Delivery Instructions" below.
Unless otherwise indicated herein under the box entitled "Special
Exchange Instructions" below, please deliver New Notes in the name of the
undersigned. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send New Notes to the undersigned
at the address shown below the signature of the undersigned. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Exchange
Instructions" to transfer any Old Notes from the name of the Registered Holder
thereof if the Company does not accept for exchange any of the principal amount
of such Old Notes so tendered.
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THE UNDERSIGNED BY COMPLETING THE BOX "DESCRIPTION OF OLD NOTES" BELOW
AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AND MADE
CERTAIN REPRESENTATIONS DESCRIBED HEREIN AND IN THE EXCHANGE OFFER.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(SEE INSTRUCTIONS 1 AND 3 AND THE FOLLOWING PARAGRAPH)
(IMPORTANT: ALSO COMPLETE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
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SIGNATURE(S) OF OWNER(S)
Dated: , 199
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If the holder(s) is/are tendering any Old Notes, this Letter of Transmittal
must be signed by the Registered Holder(s) as the 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 endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s)
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number
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Tax Identification or
Social Security No(s).:
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(SEE INSTRUCTION 12 AND COMPLETE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
Authorized Signature:
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Printed Name:
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Title:
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Name of Firm:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number
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Dated: , 199
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE OLD NOTES OR A
NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS) MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
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List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and
principal amounts should be listed on a separate signed schedule affixed
thereto. See Instruction 7. The minimum permitted tender is $1,000 principal
amount of Old Notes; all other tenders must be in integral multiples of $1,000.
DESCRIPTION OF OLD NOTES
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(I) (II) (III) (IV)
NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S) AMOUNT REPRESENTED TENDERED
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TOTAL
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* Unless otherwise indicated in the column labeled "Principal Amount
Tendered" and subject to the terms and conditions of the Offer, the
undersigned will be deemed to have tendered the entire aggregate
principal amount represented by the Old Notes indicated in the column
labeled "Aggregate Principal Amount Represented." See Instruction 8.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING (See Instructions 1 and 3):
Name(s) of Registered Holder(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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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 delivery of Old Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at DTC, then tenders of Old Notes must
be effected in accordance with the procedures mandated by DTC and the
procedures set forth in the Exchange Offer under the caption "The Exchange
Offer -- Procedures for Tendering Old Notes--Book Entry Delivery."
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SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if Old Notes in a principal amount not exchanged and/or
New Notes are to be registered in the name of or issued to someone other than
the person or persons whose signature(s) appear(s) on this Letter of
Transmittal above.
Issue and mail: (check appropriate box(es)):
[ ] New Notes to: [ ] Old Notes to:
Name(s)
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address
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(ZIP CODE)
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EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(COMPLETE THE SUBSTITUTE FORM W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if Old Notes in a principal amount not exchanged and/or
New Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter of Transmittal above or to such person or
persons at an address other than that shown in the box entitled "Description of
Old Notes" on this Letter of Transmittal above.
Mail and deliver: (check appropriate box(es)):
[ ] New Notes to: [ ] Old Notes to:
Name(s)
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address
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(ZIP CODE)
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EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
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TO BE COMPLETED BY ALL EXCHANGING HOLDERS
(SEE INSTRUCTION 5)
PAYER'S NAME: FIRST BANK NATIONAL ASSOCIATION
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SUBSTITUTE PART I - PLEASE PROVIDE YOUR TIN SOCIAL SECURITY NUMBER
IN THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW. OR
FORM W-9 EMPLOYER IDENTIFICATION NUMBER
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
PART 2 -- 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 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.
CERTIFICATION INSTRUCTIONS -- 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 under-reporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS that you are no longer subject
to backup withholding, do not cross out such Item (2).
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PART 3
SIGNATURE ______________________ DATE ______________, 199 AWAITING TIN [ ]
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 3 OF 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 (1) 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
(2) 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 days,
31% of all reportable payments made to me thereafter will be withheld until I
provide a Taxpayer Identification Number.
SIGNATURE ________________________________ DATE ___________________ 199
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Delivery of this Letter of Transmittal and Old Notes:
Guaranteed Delivery Procedures. To be effectively tendered pursuant to the
Offer, the Old Notes, together with a properly completed Letter of Transmittal
(or manually signed facsimile hereof) duly executed by the Registered Holder
thereof, and any other documents required by this Letter of Transmittal must be
received by the Exchange Agent at one of its addresses set forth on the front
page of this Letter of Transmittal and tendered Old Notes must be received by
the Exchange Agent at one of such addresses on or prior to the Expiration Date;
provided, however, that book-entry transfers of Old Notes may be effected in
accordance with the procedures set forth in the Exchange Offer under the
caption "The Exchange Offer -- Procedures For Tendering Old Notes -- Book Entry
Delivery." If the Beneficial Owner of any Old Notes is not the Registered
Holder, then such person may validly tender such person's Old Notes only by
obtaining and submitting to the Exchange Agent a properly completed Letter of
Transmittal from the Registered Holder. LETTERS OF TRANSMITTAL OF OLD NOTES
SHOULD BE DELIVERED ONLY BY HAND OR BY COURIER, OR TRANSMITTED BY MAIL, AND
ONLY TO THE EXCHANGE AGENT AND NOT TO THE COMPANY OR TO ANY OTHER PERSON.
THE METHOD OF DELIVERY OF OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS
TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER, AND IF SUCH
DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IF OLD NOTES ARE SENT BY MAIL,
IT IS SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE
EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
If a holder desires to tender Old Notes and such holder's Old Notes
are not immediately available or time will not permit such holder to complete
the procedures for book-entry transfer on a timely basis or time will not
permit such holder's Letter of Transmittal and other required documents to
reach the Exchange Agent on or before the Expiration Date, such holder's tender
may be effected if:
(a) such tender is made by or through an Eligible
Institution (as defined below);
(b) on or prior to the Expiration Date, the Exchange
Agent has received a telegram, facsimile transmission or letter from
such Eligible Institution setting forth the name and address of the
holder of such Old Notes, the certificate number(s) of such Old Notes
(except in the case of book-entry tenders) and the principal amount of
Old Notes tendered and stating that the tender is being made thereby
and guaranteeing that, within three business days after the Expiration
Date, a duly executed Letter of Transmittal, or facsimile thereof,
together with the Old Notes, and any other documents required by this
Letter of Transmittal and Instructions, will be deposited by such
Eligible Institution with the Exchange Agent; and
(c) this Letter of Transmittal, or a manually signed
facsimile hereof, and Old Notes, in proper form for transfer (or a
Book-Entry confirmation with respect to such Old Notes), and all other
required documents are received by the Exchange Agent within three
business days after the Expiration Date.
2. Withdrawal of Tenders. Tendered Old Notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date.
To be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must (i) be timely received by the Exchange Agent at one
of its addresses set forth on the first page of this Letter of Transmittal
before the Exchange Agent receives notice of acceptance from the Company, (ii)
specify
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the name of the person who tendered the Old Notes, (iii) contain the
description of the Old Notes to be withdrawn, the certificate number(s) of such
Old Notes (except in the case of book-entry tenders) and the aggregate
principal amount represented by such Old Notes or a Book-Entry Confirmation
with respect to such Old Notes, and (iv) be signed by the holder of such Old
Notes in the same manner as the original signature appears on this Letter of
Transmittal (including any required signature guarantees) or be accompanied by
evidence satisfactory to the Company that the person withdrawing the tender has
succeeded to the beneficial ownership of the Old Notes. The signature(s) on the
notice of withdrawal must be guaranteed by an Eligible Institution unless such
Old Notes have been tendered (i) by a Registered Holder (which term for
purposes of this document shall include any participant tendering by book-entry
transfer) of Old Notes who has not completed either the box entitled "Special
Exchange Instruction" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (ii) for the account of an Eligible Institution.
If the Old Notes have been tendered pursuant to the procedure for book-entry
tender set forth in the Exchange Offer under the caption "Exchanging Book Entry
Old Notes," a notice of withdrawal is effective immediately upon receipt by the
Exchange Agent of a written, telegraphic or facsimile transmission notice of
withdrawal even if physical release is not yet effected. In addition, such
notice must specify, in the case of Old Notes tendered by delivery of such Old
Notes, the name of the Registered Holder (if different from that of the
tendering holder) to be credited with the withdrawn Old Notes. Withdrawals may
not be rescinded, and any Old Notes withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer. However, properly withdrawn Old
Notes may be retendered by following one of the procedures described under "The
Exchange Offer -- Procedures for Tendering Old Notes" in the Exchange Offer at
any time on or prior to the applicable Expiration Date.
3. Signatures on this Letter of Transmittal, Bond Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed
by the Registered Holder of the Old Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the Old Notes
without any change whatsoever.
If any Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any Old Notes tendered hereby are registered in different names, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Old Notes.
When this Letter of Transmittal is signed by the Registered Holder or
Holders specified herein and tendered hereby, no endorsements of such Old Notes
or separate bond powers are required. If, however, New Notes are to be issued,
or any untendered principal amount of Old Notes are to be reissued to a person
other than the Registered Holder, then endorsements of any Old Notes
transmitted hereby or separate bond powers are required.
If this Letter of Transmittal is signed by a person other than the
Registered Holder or Holders, such Old Notes must be endorsed or accompanied by
appropriate bond powers, in either case signed exactly as the name or names of
the Registered Holder or Holders appear(s) on the Old Notes.
If this Letter of Transmittal or a Notice of Guaranteed Delivery 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 Company, proper evidence satisfactory to the
Company of their authority so to act must be submitted.
Except as describe in this paragraph, signatures on this Letter of
Transmittal or a notice of withdrawal, as the case may be, must be guaranteed
by an Eligible Institution which is a firm which is a member of a registered
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national securities exchange or the National Association of Securities Dealers,
Inc., a commercial bank or trust company having an office or correspondent in
the United States or otherwise be an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act (each an "Eligible
Institution"). Signatures on this Letter of Transmittal or a notice of
withdrawal, as the case may be, need not be guaranteed if the Old Notes
tendered pursuant hereto are tendered (i) by a Registered Holder of Old Notes
who has not completed either the box entitled "Special Exchange Instructions"
or the box entitled "Special Delivery Instructions" on this Letter of
Transmittal or (ii) for the account of an Eligible Institution.
Endorsement on Old Notes or signatures on bond forms required by this
Instruction 3 must be guaranteed by an Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering holders
should indicate in the applicable box the name and address to which New Notes
and/or substitute Old Notes for the principal amounts not exchanged 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
employer identification or social security number of the person named must also
be indicated. If no such instructions are given, such Old Notes not exchanged
will be returned to the name and address of the person signing this Letter of
Transmittal.
5. Taxpayer Identification Number and Backup Withholding.
Federal income tax law of the United States requires that a holder of Old Notes
whose Old Notes are accepted for exchange provide the Company with such
holder's correct taxpayer identification number, which, in the case of a holder
who is an individual, is the holder's social security number, or otherwise
establish an exemption from backup withholding. If the Company is not provided
with the holder's correct taxpayer identification number, the exchanging holder
of Old Notes may be subject to a penalty imposed by the Internal Revenue
Service. In addition, interest on the New Notes acquired pursuant to the Offer
may be subject to backup withholding in an amount equal to 31 percent of any
interest payment. If withholding occurs and results in an overpayment of taxes,
a refund may be obtained from the Internal Revenue Service by filing a return.
To prevent backup withholding, each exchanging holder of Old Notes
subject to backup withholding must provide his correct taxpayer identification
number by completing the Substitute Form W-9 provided in this Letter of
Transmittal, certifying that the taxpayer identification number provided is
correct (or that the exchanging holder of Old Notes is awaiting a taxpayer
identification number) and that either (a) the exchanging holder has not been
notified by the Internal Revenue Service that he is subject to backup
withholding as a result of failure to report all interest or dividends or (b)
the Internal Revenue Service has notified the exchanging holder that he is no
longer subject to backup withholding.
Certain exchanging holders of Old Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding requirements. A foreign individual and other exempt holders (e.g.,
corporations) should certify, in accordance with the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9, to such
exempt status on the Substitute Form W-9 provided in this Letter of
Transmittal. Nonresident aliens should submit Form W-8, available from the
Exchange Agent upon request.
6. Transfer Taxes. Holders tendering pursuant to the Offer will
not be obligated to pay brokerage commissions or fees or to pay transfer taxes
with respect to their exchange under the Offer unless the box entitled "Special
Issuance Instructions" in this Letter of Transmittal has been completed, or
unless the securities to be received upon exchange are to be issued to any
person other than the holder of the Old Notes tendered for exchange. The
Company will pay all other charges or expenses in connection with the Offer.
If holders tender Old Notes for exchange and the Offer is not
13
consummated, such Old Notes will be returned to the holders at the Company
expense.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter of
Transmittal.
7. Inadequate Space. If the space provided herein is inadequate,
the aggregate principal amount of the Old Notes being tendered and the security
numbers (if available) should be listed on a separate schedule attached hereto
and separately signed by all parties required to sign this Letter of
Transmittal.
8. Partial Tenders. Tenders of Old Notes will be accepted only
in integral multiples of $1,000. If tenders are to be made with respect to less
than the entire principal amount of any Old Notes, fill in the principal amount
of Old Notes which are tendered in column (iv) of the "Description of Old
Notes." In the case of partial tenders, the Old Notes in fully registered form
for the remainder of the principal amount of the Old Notes will be sent to the
persons(s) signing this Letter of Transmittal, unless otherwise indicated in
the appropriate place on this Letter of Transmittal, as promptly as practicable
after the expiration or termination of the Offer.
Unless otherwise indicated in column (iv) in the box labeled
"Description of Old Notes," and subject to the terms and conditions of the
Offer, tenders made pursuant to this Letter of Transmittal will be deemed to
have been made with respect to the entire aggregate principal amount
represented by the Old Notes indicated in column (iii) of such box.
9. 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 instructions.
10. Validity and Acceptance of Tenders. All questions as to the
validity, form, eligibility (including time of receipt), acceptance and
withdrawal of Old Notes tendered for exchange will be determined by the Company
in its sole discretion, which determination shall be final and binding. The
Company reserves the absolute right to reject any and all Old Notes not
properly tendered and to reject any Old Notes the Company's acceptance of which
might, in the judgment of the Company or its counsel, be unlawful. The Company
also reserves the absolute right to waive any defects or irregularities or
conditions of the Exchange Offer as to particular Old Notes either before or
after the Expiration Date (including the right to waive the ineligibility of
any holder who seeks to tender Old Notes in the Exchange Offer). The
interpretation of the terms and conditions of the Exchange Offer (including the
Letter of Transmittal and the instructions thereto) by the Company shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Old Notes for exchange must be cured within such
period of time as the Company shall determine. The Company will use reasonable
efforts to give notification of defects or irregularities with respect to
tenders of Old Notes for exchange but shall not incur any liability for failure
to give such notification. Tenders of the Old Notes will not be deemed to have
been made until such irregularities have been cured or waived.
11. Requests for Assistance or Additional Copies. First Bank
National Association is the Exchange Agent. All tendered Old Notes, executed
Letters of Transmittal and other related documents should be directed to the
Exchange Agent at the addresses or facsimile number set forth on the first page
of this Letter of Transmittal. Questions and requests for assistance and
requests for additional copies of the Prospectus, the Letter of Transmittal and
other related documents should be addressed to the Exchange Agent as follows:
14
First Bank National Association
108 E. 5th Street
St. Paul, Minnesota 55101
Attention: Richard Prokosch
Trust Officer
Facsimile Transmission:
(612) 244-0711
To confirm receipt:
Tel.
(612) 244-0721
15
MAXXAM GROUP HOLDINGS INC.
OFFER TO EXCHANGE
ALL OF ITS OUTSTANDING
12% SENIOR SECURED NOTES DUE 2003
FOR ITS
12% SERIES B SENIOR SECURED NOTES DUE 2003
------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , , 1997,
UNLESS THE EXCHANGE OFFER IS EXTENDED.
------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration is a Prospectus dated , 199
("Prospectus") and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Exchange
Offer") relating to an offer by MAXXAM Group Holdings Inc., a Delaware
corporation ("Company"), to exchange all its outstanding 12% Senior Secured
Notes due 2003 ("Old Notes") for its 12% Series B Senior Secured Notes due
2003 upon the terms and subject to the conditions set forth in the Exchange
Offer.
WE ARE THE HOLDER OF RECORD OF OLD NOTES HELD BY US FOR YOUR ACCOUNT.
A TENDER FOR EXCHANGE OF SUCH OLD NOTES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
FOR EXCHANGE OLD NOTES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender for
exchange on your behalf any or all of such Old Notes held by us for your
account, pursuant to the terms and subject to the conditions set forth in the
Exchange Offer.
Your attention is directed to the following:
1. The Exchange Offer and withdrawal rights will expire
at 5:00 P.M., New York City time, on , , 1997, unless
the Exchange Offer is extended. Your instructions to us should be
forwarded to us in ample time to permit us to submit a tender on
your behalf.
2. The Exchange Offer is made for all Old Notes
outstanding, constituting $100,000,000 aggregate principal amount as
of the date of the Prospectus.
3. The minimum permitted tender is $1,000 principal
amount of Old Notes, and all tenders must be in integral multiples of
$1,000.
4. The Offer is conditioned upon the satisfaction of
certain conditions set forth in the Prospectus under the caption "The
Exchange Offer--Conditions of the Exchange Offer." The Exchange Offer
is not conditioned upon any minimum principal amount of Old Notes
being tendered for exchange.
5. Tendering Eligible Holders (as defined in the
Prospectus) will not be obligated to pay brokerage fees or commissions
or, except as
16
set forth in Instruction 6 of the Letter of Transmittal, transfer
taxes applicable to the exchange of Old Notes pursuant to the Exchange
Offer.
6. In all cases, exchange of Old Notes tendered and
accepted for exchange pursuant to the Exchange Offer will be made only
after timely receipt by First Bank National Association ("Exchange
Agent") of (i) certificates representing such Old Notes or timely
confirmation of a book-entry transfer of such Old Notes into the
Exchange Agent's account at The Depository Trust Company ("Book-Entry
Transfer Facility") pursuant to the procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering Old Notes," (ii) the Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, with any required
signature guarantees, or an Agent's Message (as defined in the
Prospectus) in connection with a book-entry transfer, and (iii) any
other documents required by the Letter of Transmittal. Accordingly,
payment may be made to tendering Eligible Holders at different times
if delivery of the Old Notes and other required documents occurs at
different times.
The Exchange Offer is being made solely by the Prospectus and the
related Letter of Transmittal and is being made to all Eligible Holders of Old
Notes. The Company is not aware of any state where the making of the Exchange
Offer is prohibited by administrative or judicial action pursuant to any valid
state statute. If the Company becomes aware of any valid state statute
prohibiting the making of the Exchange Offer or the acceptance of Old Notes
tendered for exchange pursuant thereto, the Company will make a good faith
effort to comply with any such state statute or seek to have such statute
declared inapplicable to the Exchange Offer. If, after such good faith effort,
the Company cannot comply with such state statute the Exchange Offer will not
be made to, nor will tenders be accepted from or on behalf of, the holders of
Old Notes in such state. In any jurisdiction where the securities, blue sky or
other laws require the Exchange Offer to be made by a licensed broker or
dealer, the Exchange Offer shall be deemed to be made on behalf of the Company
by one or more registered brokers or dealers that are licensed under the laws
of such jurisdiction.
If you wish to have us tender any or all of the Old Notes held by us
for your account, please instruct us by completing, executing and returning to
us the instruction form contained in this letter. If you authorize a tender for
exchange of your Old Notes, the entire aggregate principal amount of such Old
Notes will be tendered for exchange unless otherwise specified in such
instruction form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
EXCHANGE OFFER.
17
INSTRUCTIONS WITH RESPECT TO THE
MAXXAM GROUP HOLDINGS INC.
OFFER TO EXCHANGE
ALL OF ITS
12% SENIOR SECURED NOTES DUE 2003
FOR ITS
12% SERIES B SENIOR SECURED NOTES DUE 2003
The undersigned acknowledge(s) receipt of your letter enclosing the
Prospectus dated , 1997, and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Exchange Offer") pursuant to an offer by MAXXAM Group Holdings
Inc., a Delaware corporation, to exchange all of its outstanding % Senior
Secured Notes due 2003 ("Old Notes") for its 12% Series B Senior Secured
Notes due 2003.
This will instruct you to tender the principal amount of Old Notes
indicated below (or, if no number is indicated below, the entire aggregate
principal amount) which are held by you for the account of the undersigned,
upon the terms and subject to the conditions set forth in the Exchange Offer.
- --------------------------------------------------------------------------------
Aggregate Principal Amount of Old Notes to be Tendered:* $______________________
Dated: ________________________, 199
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGN HERE
Signature(s):___________________________________________________________________
Please print name(s):___________________________________________________________
Address:________________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Tax Identification or Social Security Number:___________________________________
- --------------------------------------------------------------------------------
- -----------------
* Unless otherwise indicated, it will be assumed that the entire
principal amount of the Old Notes held by us for your account are to
be tendered for exchange. The minimum permitted tender is $1,000
principal amount of Old Notes; all other tenders must be in integral
multiples of $1,000.
18
MAXXAM GROUP HOLDINGS INC.
OFFER TO EXCHANGE
ALL OF ITS OUTSTANDING
12% SENIOR SECURED NOTES DUE 2003
FOR ITS
12% SERIES B SENIOR SECURED NOTES DUE 2003
------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , , 1997,
UNLESS THE EXCHANGE OFFER IS EXTENDED.
------------------------------------------------------------------
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
MAXXAM Group Holdings Inc., a Delaware corporation ("Company"), is
offering to exchange all of its outstanding 12% Senior Secured Notes due 2003
("Old Notes") for its 12% Series B Senior Secured Notes due 2003 upon the
terms and subject to the conditions set forth in the Prospectus dated
, 1997 ("Prospectus") and in the related Letter of Transmittal
(which, together with any amendment or supplements thereto, collectively
constitute the "Exchange Offer") enclosed herewith.
The Exchange Offer is conditioned upon satisfaction of certain
conditions set forth in the Prospectus under the caption "The Exchange Offer --
Conditions of the Exchange Offer." The Exchange Offer is not conditioned upon
any minimum principal amount of Old Notes being tendered for exchange.
Enclosed herewith for your information and forwarding to your clients
for whose accounts you hold Old Notes registered in your name or in the name of
your nominee are copies of the following documents:
1. The Prospectus dated , 1997.
2. The blue Letter of Transmittal to tender Old Notes
for exchange (for your use and for the information of your clients).
Facsimile copies of the Letter of Transmittal may be used to tender
Old Notes for exchange.
3. The gray Notice of Guaranteed Delivery (to be used to
tender Old Notes for exchange if certificates for Old Notes are not
immediately available or if such certificates for Old Notes and all
other required documents cannot be delivered to First Bank National
Association ("Exchange Agent") on or prior to the Expiration Date or
if the procedures for book-entry transfer cannot be completed on a
timely basis).
4. A yellow printed form of letter which may be sent to
your clients for whose accounts you hold Old Notes registered in your
name or in the name of your nominee, with space provided for obtaining
such clients' instructions with regard to the Exchange Offer.
5. Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
6. A return envelope addressed to the Exchange Agent.
19
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS
AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE EXCHANGE OFFER AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , , 199 ,
UNLESS THE EXCHANGE OFFER IS EXTENDED.
In order for Old Notes to be validly tendered pursuant to the Exchange
Offer, (i) a duly executed and properly completed Letter of Transmittal (or a
facsimile thereof) together with any required signature guarantees, or an
Agent's Message (as defined in the Prospectus) in connection with a book-entry
delivery of Old Notes, and any other documents required by the Letter of
Transmittal, must be received by the Depository on or prior to the Expiration
Date, and (ii) either certificates representing tendered Old Notes must be
received by the Exchange Agent or such Old Notes must be tendered by book-entry
transfer into the Exchange Agent account maintained at the Book-Entry Transfer
Facility (as described in the Prospectus), and Book-Entry Confirmation must be
received by the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus.
If an Eligible Holder (as defined in the Prospectus) desires to tender
Old Notes for exchange pursuant to the Exchange Offer and such Eligible
Holder's Old Note certificates are not immediately available or such Eligible
Holder cannot deliver the Old Note certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or such
Eligible Holder cannot complete the procedure for delivery by book-entry
transfer on a timely basis, such Old Notes may nevertheless be tendered for
exchange by following the guaranteed delivery procedures specified in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering
Old Notes -- Guaranteed Delivery Procedures."
The Company will not pay any fees or commissions to any broker or
dealer or any other person for soliciting tenders of Old Notes pursuant to the
Exchange Offer. The Company will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients. The Company will pay or cause to be
paid any transfer taxes applicable to the exchange of Old Notes pursuant to the
Exchange Offer, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Any inquires you may have with respect to the Exchange Offer should be
addressed to the Exchange Agent, at its address and telephone numbers set forth
on the back cover of the Prospectus. Additional copies of the enclosed material
may be obtained from the Exchange Agent.
Very truly yours,
MAXXAM Group Holdings Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS THEREIN.