EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
13% Senior Subordinated Notes Due 2009
Of
Better Minerals & Aggregates Company
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2000 (THE "EXPIRATION DATE")
UNLESS EXTENDED.
The Exchange Agent is:
The Bank Of New York
For Overnight Delivery, Delivery by Hand or Delivery by Registered or
Certified
Mail:
The Bank of New York
101 Barclay St.
New York, NY 10286
Attention: Kin Lau, Reorg-7 EAST
By Facsimile Transmission
(for Eligible Institutions only):
(212) 815-6339
Confirm facsimile by telephone only:
(212) 815-3750
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated , 2000
(the "Prospectus") of Better Minerals & Aggregates Company (the "Issuer"), and
this Letter of Transmittal (the "Letter of Transmittal"), which together
describe the Issuer's offer (the "Exchange Offer") to exchange its 13% Senior
Subordinated Notes due 2009 (the "New Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for an
equal aggregate principal amount of its outstanding 13% Senior Subordinated
Notes due 2009 (the "Old Notes" and, together with the New Notes, the "Notes")
from the holders thereof.
The terms of the New Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Old Notes for which they may be exchanged pursuant to the Exchange Offer,
except that the New Notes are freely transferable by holders thereof (except
as provided herein or in the Prospectus).
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. 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.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND
THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and aggregate
principal amounts should be listed on a separate signed schedule affixed
hereto. The minimum permitted tender is $1,000 in principal amount. All
tenders must be in integral multiples of $1,000.
DESCRIPTION OF OLD NOTES TENDERED HEREWITH
- -------------------------------------------------------------------------------
Aggregate
Principal Amount
Name(s) and Address(es) Certificate Represented Principal Amount
of Registered Holder(s) Number(s)* by Old Notes* Tendered**
- -------------------------------------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
Total
- -------------------------------------------------------------------------------
* Need not be completed by holders.
** Unless otherwise indicated, the holder will be deemed to have tendered
the full aggregate principal amount represented by such Old Notes. See
Instruction 2.
Holders of Old Notes whose Old Notes are not immediately available or who
cannot deliver their Old Notes, this Letter of Transmittal or any other
required documents to the Exchange Agent on or prior to the Expiration Date or
who cannot complete the procedures for book-entry transfer on a timely basis,
must tender their Old Notes according to the guaranteed delivery procedures
set forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Old Notes are
registered or any other person who has obtained a properly completed bond
power from the registered holder or any person whose Old Notes are held of
record by The Depository Trust Company ("DTC").
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 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 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. A broker-dealer may not participate in the Exchange Offer
with respect to Old Notes acquired other than as a result of market-making
activities or other trading activities. Any holder who is an "affiliate" of
the Issuer or who has an arrangement or understanding with respect to the
distribution of the New Notes to be acquired pursuant to the Exchange Offer,
or any broker-dealer who purchased Old Notes from the Issuer to resell
pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act must comply with the registration and
prospectus delivery requirements under the Securities Act.
2
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) _______________________________________________
Window Ticket Number (if any) _________________________________________________
Date of Execution of Notice of Guaranteed Delivery ____________________________
Name of Eligible Institution that Guaranteed Delivery _________________________
[_] 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 AND COMPLETE THE FOLLOWING:
Name(s) _______________________________________________________________________
Address _______________________________________________________________________
SPECIAL EXCHANGE INSTRUCTIONS
(See Instructions 3, 4 and 5)
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if (see Instructions 3, 4 and 5)
certificates for Old Notes in a
principal amount not tendered, or
New Notes issued in exchange for
Old Notes accepted for exchange,
are to be issued in the name of
someone other than the
undersigned.
To be completed ONLY if
certificates for Old Notes in a
principal amount not tendered, or
New Notes issued in exchange for
Old Notes accepted for exchange,
are to be sent to someone other
than the undersigned, or to the
undersigned at an address other
than that shown above.
Issue certificates to:
Name ______________________________ Deliver certificates to:
(Please Print)
Name ______________________________
Address ___________________________ (Please Print)
___________________________________ Address ___________________________
(Include Zip Code)
___________________________________
___________________________________ (Include Zip Code)
(Tax Identification or Social
Security Number) ___________________________________
(Tax Identification or Social
Security Number)
3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the principal amount of the Old Notes
indicated above. Subject to, and effective upon, the acceptance for exchange
of all or any portion of the Old Notes tendered herewith in accordance with
the terms and conditions of the Exchange Offer (including, if the Exchange
Offer is extended or amended, the terms and conditions of any such extension
or amendment), the undersigned hereby exchanges, assigns and transfers to, or
upon the order of, the Issuer all right, title and interest in and to such Old
Notes as are being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the Exchange
Agent also acts as the agent of the Issuer, in connection with the Exchange
Offer) to cause the Old Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Old Notes and to
acquire New Notes issuable upon the exchange of such tendered Old Notes, and
that, when the same are accepted for exchange, the Issuer will acquire good
and unencumbered title to the tendered Old Notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.
The undersigned and any beneficial owner of the Old Notes tendered hereby
further represent and warrant that (i) the New Notes acquired by the
undersigned and any such beneficial owner of Old Notes pursuant to the
Exchange Offer are being obtained in the ordinary course of business of the
person receiving such New Notes, (ii) neither the undersigned nor any such
beneficial owner has an arrangement with any person to participate in the
distribution of such New Notes, (iii) neither the undersigned nor any such
beneficial owner nor any such other person is engaging in or intends to engage
in a distribution of such New Notes and (iv) neither the undersigned nor any
such other person is an "affiliate", as defined under Rule 405 promulgated
under the Securities Act, of the Issuer. The undersigned and each beneficial
owner acknowledge and agree that any person who is an affiliate of the Issuer
or who tenders in the Exchange Offer for the purpose of participating in a
distribution of the New Notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a resale
transaction of the New Notes acquired by such person and may not rely on the
position of the staff of the Securities and Exchange Commission set forth in
the no-action letters discussed in the Prospectus under the caption "The
Exchange Offer--Purpose and Effect of the Exchange Offer." The undersigned and
each beneficial owner 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 sale, assignment and transfer of the Old Notes
tendered hereby.
For purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted validly tendered Old Notes when, as and if the Issuer has given oral
notice (confirmed in writing) or written notice thereof to the Exchange Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer because of an invalid tender, the occurrence of certain other
events set forth in the Prospectus or otherwise, any such unaccepted Old Notes
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 herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
The undersigned understands that tenders of 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 and the Issuer upon the terms and
subject to the conditions of the Exchange Offer, subject only to withdrawal of
such tenders on the terms set forth in the Prospectus under the caption "The
Exchange Offer--Withdrawal of Tenders."
4
Unless otherwise indicated under "Special Exchange Instructions," please
cause the New Notes to be issued, and return any Old Notes not tendered or not
accepted for exchange, in the name(s) of the undersigned (and, in the case of
Old Notes tendered by book-entry transfer, by credit to the account at DTC).
Similarly unless otherwise indicated under "Special Delivery Instructions,"
please mail any certificates for Old Notes not tendered or not accepted for
exchange (and accompanying documents, as appropriate), and any certificates
for New Notes, to the undersigned at the address shown below the undersigned's
signatures). If both "Special Exchange Instructions" and "Special Delivery
Instructions" are completed, please cause the New Notes to be issued, and
return any Old Notes not tendered or not accepted for exchange, in the name(s)
of, and deliver any certificates for such Old Notes or New Notes to, the
person(s) so indicated (and in the case of Old Notes tendered by book-entry
transfer, by credit to the account at DTC so indicated). The undersigned
recognizes that the Issuer has no obligation, pursuant to the "Special
Exchange Instructions," to transfer any Old Notes from the name of the
registered holder(s) thereof if the Issuer does not accept for exchange any of
the Old Notes so tendered.
Holders of Old Notes whose Old Notes are not immediately available or who
cannot deliver all other required documents to the Exchange Agent on or prior
to the Expiration Date or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus.
5
TENDERING HOLDER(S) SIGN HERE
-----------------------------------------------------------
-----------------------------------------------------------
(SIGNATURE OF REGISTERED HOLDER(S)
OR AUTHORIZED SIGNATORY)
-----------------------------------------------------------
(Date)
-----------------------------------------------------------
(Date)
(MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S)
APPEAR(S) ON CERTIFICATE(S) FOR OLD NOTES HEREBY TENDERED
OR IN WHOSE NAME OLD NOTES ARE REGISTERED ON THE BOOKS OF
DTC OR ONE OF ITS PARTICIPANTS, OR BY ANY PERSON(S)
AUTHORIZED TO BECOME THE REGISTERED HOLDER(S) BY
ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. 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, PLEASE SET FORTH THE FULL TITLE OF SUCH PERSON.
SEE INSTRUCTION 3.)
Name(s): __________________________________________________
-----------------------------------------------------------
(Please Print)
Capacity: _________________________________________________
Address: __________________________________________________
-----------------------------------------------------------
(Including Zip Code)
Area Code and Telephone Number: ___________________________
Taxpayer Identification No.: ______________________________
GUARANTEE OF SIGNATURE(S)
(If Required--See Instruction 3)
Authorized Signature: _____________________________________
Name: _____________________________________________________
Title: ____________________________________________________
Address: __________________________________________________
-----------------------------------------------------------
(Including Zip Code)
Name of Firm: _____________________________________________
Area Code and Telephone No.: ______________________________
Dated: , 2000
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES.
A holder of Old Notes may tender the same by (i) properly completing,
signing and dating this Letter of Transmittal or a facsimile hereof (all
references in the Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) and delivering the same, together with the
certificate or certificates, if applicable, representing the Old Notes being
tendered and any required signature guarantees and any other documents
required by this Letter of Transmittal, to the Exchange Agent at its address
set forth above on or prior to the Expiration Date, or (ii) complying with the
procedure for book-entry transfer described below, or (iii) complying with the
guaranteed delivery procedures described below.
Holders of Old Notes may tender Old Notes by book-entry transfer by
crediting the Old Notes to the Exchange Agent's account at DTC in accordance
with DTC's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer. DTC
participants that are accepting the Exchange Offer should transmit their
acceptance to DTC, which will edit and verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send
a computer-generated message (an "Agent's Message") to the Exchange Agent for
its acceptance in which the holder of the Old Notes acknowledges and agrees to
be bound by the terms of, and makes the representations and warranties
contained in, this Letter of Transmittal, the DTC participant confirms on
behalf of itself and the beneficial owners of such Old Notes all provisions of
this Letter of Transmittal (including any representations and warranties)
applicable to it and such beneficial owner as fully as if it had completed the
information required herein and executed and transmitted this Letter of
Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will
satisfy the terms of the Exchange Offer as to execution and delivery of a
Letter of Transmittal by the participant identified in the Agent's Message.
DTC participants may also accept the Exchange Offer by submitting a Notice of
Guaranteed Delivery through ATOP.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ANY
OTHER REQUIRED DOCUMENTS 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. RATHER THAN MAIL THESE
ITEMS, WE RECOMMEND THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IF
DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE
ALLOWED TO PERMIT TIMELY DELIVERY. NO OLD NOTES OR LETTERS OF TRANSMITTAL
SHOULD BE SENT TO THE ISSUER.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent on or
prior to the Expiration Date or comply with book-entry transfer procedures on
a timely basis must tender their Old Notes pursuant to the guaranteed delivery
procedure set forth in the Prospectus. Pursuant to such procedure: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) on or prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution either a properly completed and duly executed
notice of guaranteed delivery by mail, hand delivery or facsimile transmission
(receipt confirmed by telephone and an original delivered by guaranteed
overnight courier) or a properly transmitted agent's message and notice of
guaranteed delivery setting forth the name and address of the tendering
holder, the registered number(s) of the Old Notes, the principal amount of the
Old Notes tendered and stating that the tender is being made thereby; and
(iii) all tendered Old Notes (or a confirmation of any book-entry transfer of
such Old Notes into the Exchange Agent's account at a book-entry transfer
facility) as well as this Letter of Transmittal and all other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange trading days after the date of execution
of such letter, telegram or facsimile transmission, all as provided in the
Prospectus.
7
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal
(or facsimile thereof), shall waive any right to receive notice of the
acceptance of the Old Notes for exchange.
2.PARTIAL TENDERS; WITHDRAWALS.
Tenders of Old Notes will be accepted only in integral multiples of $1,000.
If less than the entire principal amount of Old Notes evidenced by a submitted
certificate is tendered, the tendering holder must fill in the aggregate
principal amount of Old Notes tendered in the box entitled "Description of Old
Notes Tendered Herewith." A newly issued certificate for the Old Notes
submitted but not tendered will be sent to such holder as soon as practicable
after the Expiration Date. All Old Notes delivered to the Exchange Agent will
be deemed to have been tendered unless otherwise clearly indicated.
Except as otherwise provided in the prospectus, holders of Old Notes may
withdraw their tenders at any time on or prior to the expiration date.
To be effective with respect to the tender of Old Notes, a written notice
(which may be by telegram, telex, facsimile transmission or letter) of
withdrawal must: (i) be received by the Exchange Agent at one of the addresses
for the Exchange Agent set forth above; (ii) specify the name of the person
who tendered the Old Notes to be withdrawn; (iii) identify the Old Notes to be
withdrawn (including the principal amount of such Old Notes, or, if
applicable, the certificate numbers shown on the particular certificates
evidencing such Old Notes and the principal amount of Old Notes represented by
such certificates); (iv) where certificates for Old Notes have been
transmitted, specify the name in which those Old Notes were registered, if
different from that of the withdrawing holder; (v) include a statement that
such holder is withdrawing its election to have such Old Notes exchanged; and
(vi) be signed by the holder in the same manner as the original signature on
this Letter of Transmittal (including any required signature guarantee). The
Exchange Agent will return the properly withdrawn Old Notes promptly following
receipt of notice of withdrawal. If Old Notes have been tendered pursuant to
the procedure for book-entry transfer described above, any notice of
withdrawal must specify the name and number of the account at the book-entry
transfer facility to be credited with the withdrawn Old Notes or otherwise
comply with the book-entry transfer facility's procedures. All questions as to
the validity of notices of withdrawals, including time of receipt, will be
determined by the Issuer, and such determination will be final and binding on
all parties.
rAny Old Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Old Notes which
have been tendered for exchange but which are not exchanged for any reason
will be returned to the holder thereof without cost to such holder (or, in the
case of Old Notes tendered by book-entry transfer into the Exchange Agent's
account at the book-entry transfer facility pursuant to the book-entry
transfer procedures described above, such Old Notes will be credited to an
account with such book-entry transfer facility specified by the holder) as
soon as practicable after withdrawal, rejection of tender or termination of
the Exchange Offer. Properly withdrawn Old Notes may be re-tendered by
following one of the procedures described under the caption "The Exchange
Offer--Procedures for Tendering" in the Prospectus at any time on or prior to
the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of the
Old Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
8
If a number of Old Notes registered in different names are tendered, 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 (which term, for the purposes described herein, shall include the
book-entry transfer facility whose name appears on a security listing as the
owner of the Old Notes) of Old Notes listed and tendered hereby, no
endorsements of certificates or separate written instruments of transfer or
exchange are required unless New Notes issued in exchange therefor are to be
issued, or Old Notes are not tendered or not exchanged are to be returned, in
the name of any person other than the registered holder. Signatures on any
such certificates or separate written instruments of transfer or exchange must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Old Notes listed, such Old Notes must be
endorsed or accompanied by a properly completed bond power. The bond power
must be signed by the registered holder as the registered holder's name
appears on the Old Notes and an eligible institution must guarantee the
signature on the bond power.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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, proper evidence
satisfactory to the Issuer of their authority to act must be submitted.
Endorsements on certificates or signatures on separate written instruments
of transfer or exchange required by this Instruction 3 must be guaranteed by
an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution (as defined below), unless Old Notes are tendered: (i) by a holder
who has not completed the box entitled "Special Exchange Instructions" or
"Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the
account of an Eligible Institution (as defined below). In the event that the
exhibit signatures in this Letter of Transmittal or a notice of withdrawal, as
the case may be, are required to be guaranteed, such guarantees must be by an
eligible guarantor institution which is a member of a firm 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 another "eligible institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (an "Eligible Institution"). If Old Notes are registered in the name
of a person other than the signer of this Letter of Transmittal, the Old Notes
surrendered for exchange must be endorsed by, or be accompanied by a written
instrument or instruments of transfer or exchange, in satisfactory form as
determined by the Issuer, in its sole discretion, duly executed by the
registered holder with the signature thereon guaranteed by an Eligible
Institution.
4. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, as applicable, the name and address to
which the New Notes or certificates for Old Notes 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 tax identification 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 the book-
entry transfer facility as such holder may designate.
5. TRANSFER TAXES.
The Issuer shall pay all transfer taxes, if any, applicable to the transfer
and exchange of Old Notes to it or its order pursuant to the Exchange Offer.
If, however, New Notes or Old Notes not tendered or accepted for exchange are
to be delivered to, or are 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
9
than the person signing this Letter of Transmittal, or if a transfer tax is
imposed for any reason other than the transfer and exchange of Old Notes to
the Issuer or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder or any other person)
will be payable by the tendering holder. If satisfactory evidence of payment
of such taxes or exception therefrom is not submitted herewith the amount of
such transfer taxes will be billed directly to such tendering holder.
6. WAIVER OF CONDITIONS.
The Issuer reserves the absolute right to waive, in whole or in part, any
of the conditions to the Exchange Offer set forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the address indicated below for further
instructions.
8. IRREGULARITIES.
All questions as to the validity, form, eligibility (including time of
receipt), and acceptance of Letters of Transmittals or Old Notes will be
resolved by the Issuer, whose determination will be final and binding. The
Issuer reserves the absolute right to reject any or all Letters of Transmittal
or tenders that are not in proper form or the acceptance of which would, in
the opinion of the Issuer's counsel, be unlawful. The Issuer also reserves the
right to waive any irregularities or conditions of tender as to the particular
Old Notes covered by any Letter of Transmittal or tendered pursuant to such
letter. None of the Issuer, the Exchange Agent or any other person will be
under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification. The
Issuer's interpretation of the terms and conditions of the Exchange Offer
shall be final and binding.
9. SUBSTITUTE FORM W-9.
Each holder of Old Notes whose Old Notes are accepted for exchange (or
other payee) is required to provide a correct taxpayer identification number
("TIN"), generally the holder's Social Security or federal employer
identification number, and certain other information, on Substitute Form W-9,
which is provided under "Important Tax Information" below, and to certify that
the holder (or other payee) is not subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the holder (or
other payee) to a $50 penalty imposed by the Internal Revenue Service and 31%
federal income tax backup withholding on payments made in connection with the
Old Notes.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address and telephone number set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Exchange Agent at the address and
telephone number indicated above.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF
(TOGETHER WITH CERTIFICATES OF OLD NOTES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY
MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
10
IMPORTANT TAX INFORMATION
Under current United States federal income tax law, a holder of Old Notes
whose tendered Old Notes are accepted for exchange is required to provide the
Company (as payor), through the Exchange Agent, with such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 or otherwise
establish a basis for exemption from backup withholding. If such holder of Old
Notes is an individual, the TIN is such holder's social security number. If
the Exchange Agent is not provided with the correct taxpayer identification
number, the holder of Old Notes may be subject to a penalty imposed by the
Internal Revenue Service. In addition, delivery of such holder's New Notes may
be subject to backup withholding.
Certain holders of Old Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt holders of Old Notes should indicate their
exempt status on Substitute Form W-9. A Canadian resident or other non-U.S.
holder may qualify as an exempt recipient by submitting to the Exchange Agent
a properly completed Internal Revenue Service Form W-8 (which the Exchange
Agent will provide upon request) signed under penalty of perjury, attesting to
the holder's exempt status. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Company is required to withhold 31% of
any payment made to the holder of Old Notes or other payee. Backup withholding
is not an additional federal income tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
Substitute Form W-9; Taxpayer Identification Number
To prevent backup withholding on payments that are made with respect to Old
Notes exchanged in the Exchange Offer, each holder of Old Notes is required to
provide the Exchange Agent with either (i) the holder's correct TIN by
completing the form below, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such holder of Old Notes is awaiting a TIN) and that
(A) the holder of Old Notes has not been notified by the Internal Revenue
Service that he or she is subject to backup withholding as a result of a
failure to report all interest or dividends or (B) the Internal Revenue
Service has notified the holder of Old Notes that he or she is no longer
subject to backup withholding; or (ii) an adequate basis for exemption (by, in
the case of a Canadian resident holder, submitting a completed Form W-8).
The holder of Old Notes is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Old Notes. If the Old Notes are held in more than one name or are
not held in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance regarding which number to report.
- -------------------------------------------------------------------------------
Name of Holder
(if joint, list first and circle the name of the person or entity whose number
you enter in Part I below)
- -------------------------------------------------------------------------------
Address
(if Holder does not complete, signature below will constitute a certification
that the above address is correct)
11
Dated: ______
(Not required by Canadian resident holders)
PAYER'S NAME: Better Minerals and Aggregates Company
Part 1--PLEASE PROVIDE YOUR
SUBSTITUTE TIN IN THE BOX AT RIGHT AND -----------------------
Form W-9 CERTIFY BY SIGNING AND Social Security Number
DATING BELOW. OR
Department of -----------------------
the Treasury
Internal Employer
Revenue Identification Number
Service
--------------------------------------------------------
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 either
because I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or the IRS has
notified me that I am no longer subject to backup
withholding.
Payer's Request for
Taxpayer Part 3
Identification
Number (TIN) Awaiting
TIN [_]
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 with-
holding because of under-reporting
interest or dividends on your tax re-
turn. However, if after being noti-
fied by the IRS that you were subject
to backup withholding you receive an-
other notification from the IRS stat-
ing that you are no longer subject to
backup withholding, do not cross out
item (2).
Signature: _____________ Date: ______
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE
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 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 such an application in the near future. I
understand that if I do not provide a taxpayer identification number within
sixty (60) days, 31% of all reportable payments made to me thereafter will be
withheld until I provide such a number.
- -------------------------------------------------
Signature --------------------------
Date
(DO NOT WRITE IN THE SPACE BELOW)
Certificate Surrendered Old Notes Tendered Old Notes Accepted
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Delivery Prepared by ______ Checked By ______ Date ______
13