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EXHIBIT 99.1
DOANE PRODUCTS COMPANY
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
SHARES OF 14.25% SENIOR EXCHANGEABLE PREFERRED STOCK DUE 2007
IN EXCHANGE FOR
SHARES OF 14.25% SENIOR EXCHANGEABLE PREFERRED STOCK DUE 2007
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MARCH 12, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE")
OLD SHARES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN
AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON THE BUSINESS DAY PRIOR TO THE EXPIRATION DATE
DELIVER TO THE EXCHANGE AGENT:
U.S. TRUST COMPANY OF TEXAS, N.A.
By Hand: By Overnight Courier: By Mail:
U.S. Trust Company of Texas, N.A. U.S. Trust Company of Texas, N.A. U.S. Trust Company of Texas, N.A.
111 Broadway -- Lower Level 770 Broadway -- 13th Floor P.O. Box 841 -- Cooper Station
New York, New York 10006 New York, New York 10003 New York, New York 10276
Attention: Corporate Trust Attention: Corporate Trust Attention: Corporate Trust
(registered or certified mail
recommended)
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 420-6155
Confirm by Telephone:
(212) 420-6668
____________________
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
The undersigned hereby acknowledges receipt and review of the Prospectus
dated February 6, 1998 (the "Prospectus") of Doane Products Company, a Delaware
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together describe the offer of the Company (the "Exchange
Offer") to exchange the Company's 14.25% Senior Exchangeable Preferred Stock
Due 2007 (the "Exchange Shares"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus is a part, for a like number
of the Company's issued and outstanding 14.25% Senior Exchangeable
Preferred Stock Due 2007 (the "Old Shares"). Capitalized terms used but not
defined herein have the respective meanings given to them in the Prospectus.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended. The
Company shall notify the holders of the Old Shares of any extension by oral or
written notice and will mail to the record holders of Old Shares an
announcement thereof, each prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. The term
"business day" shall mean any day which is not a Saturday, Sunday or day on
which banks are authorized by law to close in the State of New York.
This Letter of Transmittal is to be used by a holder of Old Shares if
original Old Shares, if available, are to be forwarded herewith or an Agent's
Message is to be used if delivery of Old Shares is to be made by book-entry
transfer to the account
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maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering"
and "-- Book-Entry Transfer." Holders of Old Shares whose Old Shares are not
immediately available, or who are unable to deliver their Old Shares and all
other documents required by this Letter of Transmittal to the Exchange Agent on
or prior to the Expiration Date, or who are unable to complete the procedure
for book-entry transfer on a timely basis, must tender their Old Shares
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
The term "holder" with respect to the Exchange Offer means any person in
whose name Old Shares are registered on the books of the Company or any other
person who has obtained a properly completed stock power from the registered
holder. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Shares must
complete this Letter of Transmittal in its entirety.
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 Shares to which this Letter of Transmittal relates. If
the space below is inadequate, list the certificate numbers and share amounts
on a separate signed schedule and affix the list to this Letter of Transmittal.
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DESCRIPTION OF OLD SHARES TENDERED
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Name(s) and Address(es) of Registered
Holder(s) Exactly as Name(s)
Appear(s) on Old Shares
(Please Fill In, If Blank) Old Share(s) Tendered
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Certificate Number of Old
Number(s)* Shares Tendered
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* Need not be completed by book-entry holders.
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[ ] CHECK HERE IF TENDERED OLD SHARES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (FOR USE BY
ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering Institution:__________________________________________________
Account Number:_________________________________________________________________
Transaction Code Number:________________________________________________________
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[ ] CHECK HERE IF TENDERED OLD SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered holder(s) of Old Shares:_________________________________
Date of Execution of Notice of Guaranteed Delivery:____________________________
Window Ticket Number (if available):___________________________________________
Name of Eligible Institution that Guaranteed Delivery:_________________________
Account Number (if delivered by book-entry transfer):__________________________
[ ] 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:__________________________________________________________________________
Address:_______________________________________________________________________
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company for exchange the number of Old Shares indicated
above. Subject to and effective upon the acceptance for exchange of the number
of Old Shares tendered in accordance with this Letter of Transmittal, the
undersigned hereby exchanges, assigns and transfers to the Company all right,
title and interest in and to the Old Shares tendered for exchange hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent, the
agent and attorney-in-fact of the undersigned (with full knowledge that the
Exchange Agent also acts as the agent of the Company in connection with the
Exchange Offer) with respect to the tendered Old Shares with full power of
substitution to (i) deliver such Old Shares, or transfer ownership of such Old
Shares on the account books maintained by the Book-Entry Transfer Facility, to
the Company and deliver all accompanying evidences of transfer and authenticity,
and (ii) present such Old Shares for transfer on the books of the Company and
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Old Shares, 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
Shares tendered hereby and to acquire the Exchange Shares issuable upon the
exchange of such tendered Old Shares, and that the Company will acquire good
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim, when the same
are accepted for exchange by the Company.
The undersigned acknowledge(s) that this Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation, SEC No-Action Letter (available
April 13, 1989), Morgan Stanley & Co. Inc., SEC No-Action Letter (available
June 5, 1991) (the "Morgan Stanley Letter") and Mary Kay Cosmetics, Inc., SEC
No-Action Letter (available June 5, 1991), that the Exchange Shares issued in
exchange for the Old Shares pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than a
broker-dealer who purchased Old Shares exchanged for such Exchange Shares
directly from the Company to resell pursuant to Rule 144A or any other
available exemption under the Securities Act), without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such Exchange Shares are acquired in the ordinary course of such holders'
business and such holders are not participating in, and have no arrangement
with any person to participate in, the distribution of such Exchange Shares.
The undersigned specifically represent(s) to the Company that (i) any Exchange
Shares acquired in exchange for Old Shares tendered hereby are being acquired
in the ordinary course of business of the person receiving such Exchange
Shares, whether or not the undersigned, (ii) the undersigned is not
participating in, and has no arrangement with any person to participate in, the
distribution of Exchange Shares, and (iii) neither the undersigned nor any such
other person is an "affiliate" (as defined in Rule 405 under the Securities
Act) of the Company or a broker-dealer tendering Old Shares acquired directly
from the Company.
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If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Shares. If the undersigned is a broker-dealer that will receive
Exchange Shares for its own account in exchange for Old Shares that were
acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale
of such Exchange Shares; 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
acknowledges that if the undersigned is participating in the Exchange Offer for
the purpose of distributing the Exchange Shares (i) the undersigned cannot rely
on the position of the staff of the SEC in the Morgan Stanley Letter and
similar SEC 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
Exchange Shares, 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 of the SEC, and (ii) a broker-dealer that
delivers such a prospectus to purchasers in connection with such resales will
be subject to certain of the civil liability provisions under the Securities
Act and will be bound by the provisions of the Registration Agreement
(including certain indemnification rights and obligations).
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Old Shares
tendered hereby, including the transfer of such Old Shares on the account books
maintained by the Book-Entry Transfer Facility.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered Old Shares when, as and if the Company
gives oral or written notice thereof to the Exchange Agent. Any tendered Old
Shares that are not accepted for exchange pursuant to the Exchange Offer for
any reason will be returned, without expense, to the undersigned at the address
shown below or at a different address as may be indicated herein under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned acknowledges that the acceptance of properly tendered Old
Shares by the Company 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
and the Company upon the terms and subject to the conditions of the Exchange
Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Exchange Shares issued in exchange for the Old Shares accepted for
exchange and return any Old Shares not exchanged, in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail or deliver the Exchange Shares issued in exchange for
the Old Shares accepted for exchange and any Old Shares 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 Exchange Shares issued in exchange for the Old Shares accepted for exchange
in the name(s) of, and return any Old Shares not exchanged to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Old Shares from the name of the registered
holder(s) thereof if the Company does not accept for exchange any of the Old
Shares 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 (i) if Exchange Shares To be completed ONLY if Exchange Shares issued in
issued in exchange for Old Shares accepted for exchange for Old Shares accepted for exchange, are to
exchange, are to be issued in the name of someone be mailed or delivered to someone other than the
other than the undersigned, or (ii) if Old Shares undersigned, or to the undersigned at an address other
tendered by book-entry transfer which are not than that shown below the undersigned's signature.
exchanged are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other Mail or deliver Exchange Shares and/or Old Shares to:
than the account indicated above.
Issue Exchange Shares and/or Old Shares to: Name:
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(Please Type or Print)
Name:
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(Please Type or Print)
Address:
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Address:
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(include Zip Code)
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(include Zip Code)
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(Tax Identification or Social Security Number)
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(Tax Identification or Social Security Number)
[ ] Credit unexchanged Old Shares delivered by
book-entry transfer to the Book-Entry Transfer
Facility set forth below:
Book-Entry Transfer Facility Account Number:
(Complete Substitute Form W-9)
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OLD SHARES ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9 on Reverse Side)
X_______________________________________________________________________________
X_______________________________________________________________________________
(Signature(s) of Registered Holder(s) of Old Shares)
Dated______________________________________________________, 1998
(The above lines must be signed by the registered holder(s) of Old
Shares as name(s) appear(s) on the Old Shares or on a security position
listing, or by person(s) authorized to become registered holder(s) by a
properly completed stock power from the registered holder(s), a copy of
which must be transmitted with this Letter of Transmittal. If Old Shares to
which this Letter of Transmittal relate are held of record by two or more
joint holders, then all such holders must sign this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, then such person must (i) set forth his
or her full title below and (ii) unless waived by the Company, submit
evidence satisfactory to the Company of such person's authority so to
act. See Instruction 5 regarding the completion of this Letter of
Transmittal, printed below.)
Name(s):_______________________________________________________________________
(Please Type or Print)
Capacity:______________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:________________________________________________
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SIGNATURE GUARANTEE
(If Required by Instruction 5)
Certain signatures must be Guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an Eligible Institution:____________________________
(Authorized Signature)
______________________________________________________________________________
(Title)
______________________________________________________________________________
(Name of Firm)
______________________________________________________________________________
(Address, Include Zip Code)
______________________________________________________________________________
(Area Code and Telephone Number)
Dated:__________________________________________________________________, 1998
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Old Shares or Book-Entry
Confirmations. All physically delivered Old Shares or any confirmation of a
book-entry transfer to the Exchange Agent's account at the Book-Entry Transfer
Facility of Old Shares 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 Agent's Message or facsimile hereof, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m., New York
City time, on the Expiration Date. The method of delivery of the tendered Old
Shares, this Letter of Transmittal and all other required documents to the
Exchange Agent is at the election and risk of the holder and, except as
otherwise provided below, the delivery will be deemed made only when actually
received or confirmed by the Exchange Agent. Instead of delivery by mail, it
is recommended that the holder use an overnight or hand delivery service. In
all cases, sufficient time should be allowed to assure delivery to the Exchange
Agent before the Expiration Date. No Letter of Transmittal or Old Shares
should be sent to the Company.
2. Guaranteed Delivery Procedures. Holders who wish to tender their Old
Shares and whose Old Shares are not immediately available or who cannot deliver
their Old Shares, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Expiration Date or who cannot complete
the procedure for book-entry transfer on a timely basis and deliver an Agent's
Message, must tender their Old Shares according to the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such procedures: (1) such
tender must be made by or through a firm which is a member of a registered
national securities exchange or of the National Association of Securities
Dealers Inc., a commercial bank or a 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 Exchange Act (an "Eligible Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have received from
the Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting
forth the name and address of the holder of the Old Shares, the registration
number(s) of such Old Shares and the number of Old Shares tendered, stating that
the tender is being made thereby and guaranteeing that, within five business
days after the Expiration Date, this Letter of Transmittal (or facsimile hereof)
together with the Old Shares in proper form for transfer (or a Book-Entry
Confirmation) and any other documents required hereby, must be deposited by the
Eligible Institution with the Exchange Agent within five business days after the
Expiration Date; and (iii) the certificates for all physically tendered shares
of Old Shares, 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 five business days after the Expiration Date.
Any holder of Old Shares who wishes to tender Old Shares 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 Shares according to the guaranteed delivery procedures set forth above.
See "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus.
3. Tender by Holder. Only a holder of Old Shares may tender such Old
Shares in the Exchange Offer. Any beneficial holder of Old Shares 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 Shares, either make appropriate arrangements to register
ownership of the Old Shares in such holder's name or obtain a properly
completed stock power from the registered holder.
4. Signatures on this Letter of Transmittal; Stock Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or
facsimile hereof) is signed by the record holder(s) of the Old Shares tendered
hereby, the signature must correspond with the name(s) as written on the face
of the Old Shares without alteration, enlargement or any change whatsoever. If
this Letter of Transmittal (or facsimile hereof) is signed by a participant in
the Book-Entry Transfer Facility, the signature must correspond with the name
as it appears on the security position listing as the holder of the Old Shares.
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If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Old Shares listed and tendered hereby and the
Exchange Shares issued in exchange therefor are to be issued to the registered
holder, the said holder need not and should not endorse any tendered Old Shares,
nor provide a separate stock power. In any other case, such holder must either
properly endorse the Old Shares tendered or transmit a properly completed
separate stock power with this Letter of Transmittal, with the signatures on the
endorsement or stock power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered holder or holders of any Old Shares listed, such Old
Shares must be endorsed or accompanied by appropriate stock powers, in each
case signed as the name of the registered holder or holders appears on the Old
Shares.
If this Letter of Transmittal (or facsimile hereof) or any Old Shares or
stock 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, evidence satisfactory to the Company of their
authority to act must be submitted with this Letter of Transmittal.
Endorsements on Old Shares or signatures on stock powers required by this
Instruction 4 must be guaranteed by an Eligible Institution.
No signature guarantee is required if (i) this Letter of Transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Old Shares
tendered herein (or by a participant in the Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of the tendered Old
Shares) and the Exchange Shares are to be issued directly to such registered
holder(s) (or, if signed by a participant in the Book-Entry Transfer Facility,
deposited to such participant's account at such Book-Entry Transfer Facility)
and neither the box entitled "Special Delivery Instructions" nor the box
entitled "Special Registration Instructions" has been completed, or (ii) such
Old Shares 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 Institution.
5. Special Registration and Delivery Instructions. Tendering holders
should indicate, in the applicable box or boxes, the name and address (or
account at the Book-Entry Transfer Facility) to which Exchange Shares or
substitute Old Shares 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.
6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Shares pursuant to the Exchange Offer. If,
however, Exchange Shares or Old Shares not 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 Shares tendered hereby, or if tendered Old
Shares 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 Shares pursuant to the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered holder or any
other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
this Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD SHARES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. Tax Identification Number. Federal income tax law requires that a
holder of any Old Shares which are accepted for exchange must provide the
Company (as payor) with its correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual is his or her social
security number. If the Company is not provided with the correct TIN, the
holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
(If withholding results in an over-payment of taxes, a refund may be obtained).
Certain holders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of
failure to report all interest or dividends or (ii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding. If the Old Shares are registered in more than one name or are not
in the name of the actual owner, see the
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enclosed "Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9" for information on which TIN to report.
The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligations regarding backup
withholding.
8. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Old Shares will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute
right to reject any and all Old Shares not properly tendered or any Old Shares
its acceptance of which would, in the opinion of the Company or its counsel, be
unlawful. The Company also reserves the absolute right to waive any conditions
of the Exchange Offer or defects or irregularities in tenders as to particular
Old Shares. The interpretation of the terms and conditions by the Company of
the Exchange Offer (which includes 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 Shares must be
cured within such time as the Company shall determine. Neither the Company,
the Exchange Agent, nor any other person shall be under any duty to give
notification of defects or irregularities with regard to tenders of Old Shares
nor shall any of them incur any liability for failure to give such
notification.
9. Waiver of Conditions. The Company reserves the absolute right to
waive, in whole or part, any of the conditions to the Exchange Offer set forth
in the Prospectus.
10. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Old Shares on transmittal of this Letter of Transmittal
will be accepted.
11. Mutilated, Lost, Stolen or Destroyed Old Shares. Any holder whose Old
Shares have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
12. 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.
13. 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
(TOGETHER WITH THE OLD SHARES 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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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE Social Security Number
BOX AT RIGHT AND CERTIFY BY SIGNING AND OR Employer Identification Number
FORM W-9 DATING BELOW
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DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PART 2 -- Certification -- Under penalties of PART 3 --
perjury, I certify that:
(1) The number shown on this form is my correct Awaiting TIN [ ]
Taxpayer Identification Number (or I am waiting
for a number to be issued to me) and
(2) I am not subject to backup withholding either Please complete the
PAYER'S REQUEST FOR TAXPAYER because I have not been notified by the Certificate of Awaiting
IDENTIFICATION NUMBER (TIN) Internal Revenue Service ("IRS") that I am Taxpayer Identification
subject to backup withholding as a result of Number below.
failure to report all interest or dividends, or
the IRS has notified me that I am no longer
subject to backup withholding.
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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 were 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 , 1998
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
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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, 31% of all reportable payments made to me thereafter will be withheld until I
provide a number.
, 1998
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Signature Date
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11
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CERTIFICATE FOR FOREIGN RECORD HOLDERS
Under penalties of perjury, I certify that I am not a United States citizen or resident (or I am signing for
a foreign corporation, partnership, estate or trust).
, 1998
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Signature Date
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