LETTER OF TRANSMITTAL
ELIZABETH ARDEN, INC.
OFFER TO EXCHANGE
11-3/4% SERIES B SENIOR SECURED NOTES DUE 2011
FOR ANY AND ALL OUTSTANDING
11-3/4% SERIES A SENIOR SECURED NOTES DUE 2011
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________,
2001 (THE "EXPIRATION DATE") UNLESS EXTENDED BY ELIZABETH ARDEN, INC.
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HSBC BANK USA
By Registered or Certified Mail, by Hand or by Overnight Courier:
One Hanson Place
Lower Level
Brooklyn, New York 11243
Attention: Issuer Services
By Facsimile:
(212) 658-2292
(For Eligible Institutions Only)
By Telephone:
(212) 658-5931
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 ____________,
2001 (the "Prospectus") of Elizabeth Arden, Inc. (the "Company"), and this
Letter of Transmittal (the "Letter of Transmittal"), which together describe the
Company's offer (the "Exchange Offer") to exchange $1,000 in principal amount of
its 11-3/4% Series B Senior Secured Notes due 2011 (the "Series B Notes") for
each $1,000 in principal amount of outstanding 11 3/4% Series A Senior Secured
Notes due 2011 (the "Series A Notes"). The terms of the Series B Notes are
identical in all material respects (including principal amount, interest rate
and maturity) to the terms of the Series A Notes for which they may be exchanged
pursuant to the Exchange Offer, except that the Series B Notes are freely
transferable by holders thereof (except as provided herein or in the Prospectus)
and are not subject to any covenant regarding registration under the Securities
Act of 1933, as amended (the "Securities Act").
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. 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.
List below the Series A 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 hereto.
DESCRIPTION OF SERIES A NOTES
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Aggregate
Name(s) and Addresses of Principal Amount Principal
Registered Holder(s) Represented By Amount
(Please fill-in) Certificate Number(s) Series A Notes* Tendered**
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Series A Notes. See
Instruction 2.
2
This Letter of Transmittal is to be used either if certificates
representing Series A Notes are to be forwarded herewith or if delivery of
Series A Notes is to be made by book-entry transfer to an account maintained by
the Exchange Agent at the Depository Trust Company (the "Book-Entry Transfer
Facility"), pursuant to the procedures set forth in the "The Exchange
Offer[]Procedures for Tendering" in the Prospectus. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
Holders whose Series A Notes are not immediately available or who cannot
deliver their Series A Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their Series A
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer[]Procedures for Tendering."
[ ] CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution(s) _____________________________________________
The Depository Trust Company
Account Number _________________________________________________________
Transaction Code Number __________________________________________________
[ ] CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s) _______________________________________________
Name of Eligible Institution that Guaranteed Delivery ____________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
If Delivered by Book-Entry Transfer: _________________________________________
Account Number _________________________________________________________
[ ] 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 ________________________________________________________________
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 Series
B Notes. If the undersigned is a broker-dealer that will receive Series B Notes
for its own account in exchange for Series A Notes that were acquired as result
of market-making activities or other trading activities (other than Series A
Notes acquired directly from the Company), it acknowledges that it will deliver
a prospectus in connection with any resale of such Series B 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. Any holder who is an "affiliate" of the Company or who has an arrangement
or understanding with respect to the distribution of the Series B Notes to be
acquired pursuant to the Exchange Offer, or any broker-dealer who purchased
Series A Notes from the Company 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.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
1. Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount at
maturity of Series A Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Series A Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Series A Notes as are being tendered
hereby.
2. The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Series A Notes
tendered hereby 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 by the Company. The
undersigned hereby further represents that any Series B Notes acquired in
exchange for Series A Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such Series B Notes, whether
or not such person is the undersigned, that neither the holder of such Series A
Notes nor any such other person is engaging in or intends to engage in a
distribution of such Series B Notes, that neither the holder of such Series A
Notes and that neither the holder of such Series A Notes nor any such other
person is an "affiliate," as defined in Rule 405 under the Securities Act of
1933, as amended (the "Securities Act"), of the Company.
3. The undersigned also acknowledges that the Exchange Offer is being made
in reliance on an interpretation, made to third parties, by the staff of the
Securities and Exchange Commission (the "SEC") that the Series B Notes issued in
exchange for the Series A Notes pursuant to the Exchange Offer may be offered
for resale, resold and otherwise transferred by holders thereof (other than any
such holder that is an "affiliate" of the 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 Series
B Notes are acquired in the ordinary course of such holders' business, such
holders are not engaging in and do not intend to engage in the distribution of
such Series B Notes and such holders have no arrangements with any person to
participate in the distribution of such Series B Notes. 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 Series B Notes. If the
undersigned is a broker-dealer that will receive Series B Notes for its own
account in exchange for Series A Notes that were acquired as a result of market-
making activities or other trading activities, it acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such Series B 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.
4. The undersigned may, if, and only if, it would not receive freely
tradable Series B Notes in the Exchange Offer or is not eligible to participate
in the Exchange Offer, elect to have its Series A Notes registered in the shelf
registration described in the Registration Rights Agreement, dated as of January
23, 2001, among the Company, the guarantors signatory thereto, Credit Suisse
First Boston Corporation and Fleet Securities, Inc. (the "Registration
Agreement") in the form filed as Exhibit 4.10 to the Registration Statement of
the Company, Registration No. 333-55310. Capitalized terms used in this
paragraph 4 and not otherwise defined herein shall have the meanings given them
in the Registration Agreement. Such election may be made by
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checking the box under "Special Registration Instructions" below. By making such
election, the undersigned agrees, as a holder of Series A Notes participating in
a Shelf Registration, to comply with the Registration Agreement and to indemnify
and hold harmless the Company and the Guarantors (as defined in the Registration
Agreement), their respective directors, officers, employees and each person, if
any, who controls either the Company or the Guarantors within the meaning of
either Section 15 of the Securities Act or Section 20 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), from and against any and all
losses, claims, damages liabilities, judgments (including without limitation,
any legal or other expenses incurred in connection with investigating or
defending any judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in such Registration Statement or any
preliminary prospectus or prospectus forming a part thereof (or any amendment or
supplement thereto), or the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the undersigned specifically for inclusion therein. Any such indemnification
shall be governed by the terms and subject to the conditions set forth in the
Registration Agreement, including, without limitation, the provisions regarding
notice, retention of counsel, contribution and payment of expenses set forth
therein. The above summary of the indemnification provisions of the Registration
Agreement is not intended to be exhaustive and is qualified in its entirety by
the Registration Agreement.
5. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Series A Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, 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. This tender may be
withdrawn only in accordance with the procedures set forth in the "The Exchange
Offer[]Withdrawal Rights" section of the Prospectus. See Instruction 9.
6. Unless otherwise indicated in the box entitled "Special Issuance
Instructions" below, please issue the Series B Notes ( and, if applicable,
substitute certificates representing Series A Notes for any Series A Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Series A Notes, please credit the account indicated above maintained
at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the Series B
Notes (and, if applicable, substitute certificates representing Series A Notes
for any Series A Notes not exchanged) to the undersigned at the address shown
above in the box entitled "Description of Series A Notes."
5
THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE LETTER OFFER IS SUBJECT TO THE
MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT
BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER, THE PROSPECTUS SHALL
PREVAIL.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF SERIES A
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE SERIES
A NOTES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY IF certificates for Series A Notes To be completed ONLY IF certificates for Series A Notes
not exchanged and/or Series B Notes are to be issued in not exchanged and/or Series B Notes are to be sent to
the name of someone other than the person or person someone other than the person or person whose
whose signature(s) appear(s) on this Letter below, or if signatures(s) appear(s) on this Letter below or to such
Series A Notes delivered by book-entry transfer which person or persons at an address other than shown in the
are not accepted for exchange are to be returned by box entitled "Description of Series A Notes" on this
credit to an account maintained at the Book-Entry Letter above.
Transfer Facility other than the account indicated above.
Mail to Series B Note and/or Series A Notes to:
Issue: Series B Notes and/or Series A Notes to:
Name(s) Name(s):
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(Please type or print) (Please type or print)
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(Please type or print) (Please type or print)
Address:
----------------------------------------------
Address:
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(Zip Code) (Zip Code)
(Complete Substitute Form W-9)
Credit unchanged Series A Notes delivered by book-entry
transfer to the Book-Entry Transfer Facility account set
forth below.
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(Book-Entry Transfer Facility
Account Number, if applicable)
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6
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SPECIAL REGISTRATION INSTRUCTIONS
(See Paragraph 4 above)
To be completed ONLY IF (i) the undersigned satisfies the conditions set
forth in paragraph 4 above, (ii) the undersigned elects to register its Series A
Notes in the shelf registration described in the Registration Agreement, and
(iii) the undersigned agrees to comply with the Registration Agreement and to
indemnify certain entities and individuals as set forth in paragraph 4 above.
[ ] By checking this box the undersigned hereby (i) represents that it is
entitled to have its Series A Notes registered in a shelf registration in
accordance with the Registration Agreement, (ii) elects to have its Series A
Notes registered pursuant to the shelf registration described in the
Registration Agreement, and (iii) agrees to comply with the Registration
Agreement and to indemnify certain entities and individuals identified in, and
to the extent provided in, paragraph 4 above.
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR SERIES A NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
x........................................ ......................2001
x........................................ ......................2001
x........................................ ......................2001
Signature(s) of Owner Date
Area Code and Telephone Number................................
If a holder is tendering any Series A Notes, this Letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Series A Notes or by any 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):.......................................................................
...............................................................................
Capacity:......................................................................
Address:.......................................................................
...............................................................................
Employer Identification or Social Security Number..............................
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:.......................................................
(Authorized Signature)
...............................................................................
(Title)
...............................................................................
(Name and Firm)
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7
INSTRUCTIONS
1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures.
This Letter is to be completed by holders of Series A Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in the "The
Exchange Offer[]Book-Entry Transfer" section of the Prospectus. Certificates for
all physically tendered Series A Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter (or manually
signed facsimile thereof), with any required signature guarantees, and any other
documents required by this Letter, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
holder must comply with the guaranteed delivery procedures set forth below.
Series A Notes tendered hereby must be in denominations or principal amount at
maturity of $1,000 or any integral multiple thereof.
Noteholders whose certificates for Series A Notes are not immediately
available or who cannot deliver their certificates and any other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Series A Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer []Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New
York City time, on the Expiration Date, the Exchange Agent must receive from
such Eligible Institution a properly completed and duly executed Letter (or a
facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form
provided by the Company (by facsimile transmission, mail or hand delivery),
setting forth the name and address of the holder of Series A Notes and the
amount of Series A Notes tendered, stating that the tender is being made thereby
and guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Series A Notes in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, and any other
documents required by this Letter will be deposited by the Eligible Institution
with the Exchange Agent, and (iii) the certificates for all physically tendered
Series A Notes, in proper form for transfer, or Book-Entry Confirmation, as the
case may be, and all other documents required by this Letter, must be received
by the Exchange Agent within three NYSE trading days after the date of execution
of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Series A Notes and all other
required documents is at the election and risk of the tendering holders, but 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 holders use
an overnight or hand delivery service. In all cases, sufficient times should be
allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York
City time, on the Expiration Date. No Letter of Transmittal or Series A Notes
should be sent to the Company.
See "The Exchange Offer" section in the Prospectus.
2. Partial Tenders.
If less than all of the Series A Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount at maturity of Series A Notes to be tendered in the box above
entitled "Description of Series A Notes " under "Principal Amount at Maturity
Tendered." A reissued certificate representing the balance of nontendered
Series A Notes of a tendering holder who physically delivered Series A Notes
will be sent to such tendering holder, unless otherwise provided in the
appropriate box on this Letter,
8
promptly after the Expiration Date. All of the Series A Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
3. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the registered holder of the Series A Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
If any tendered Series A Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Series A Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder or holders of the
Series A Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Series B
Notes are to be issued, or any untendered Series A Notes are to be reissued, to
a person other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) or bond powers must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificates 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 certificate(s) and signatures on such certificates(s) or bond powers must be
guaranteed by an Eligible Institutions.
If this Letter or any certificates 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 to so act must be
submitted with this Letter.
Endorsements on certificates for Series A Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Securities Transfer Agents Medallion
Program (each an "Eligible Institution" and collectively, "Eligible
Institutions").
Signatures on the Letter need not be guaranteed by an Eligible Institution
if (A) the Series A Notes are tendered (i) by a registered holder of Series A
Notes (which term, for purposes of the Exchange Offer, includes any participant
in the Book-Entry Transfer Facility system whose name appears on a security
position listing as the holder of such Series A Notes) who has not completed the
box entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on this Letter, or (ii) for the account of an Eligible Institution and (B) the
box entitled "Special Registration Instructions" on this Letter has not been
completed.
4. Special Issuance and Delivery Instructions.
Tendering holders of Series A Notes should indicate in the applicable box
the name and address to which Series B Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Series A Notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the
9
employer identification or social security number of the person named must also
be indicated. Noteholders tendering Series A Notes by book-entry transfer may
request that Series A Notes not exchanged be credited to such account maintained
at the Book-Entry Transfer Facility as such noteholder may designate hereon. If
no such instructions are given, such Series A Notes not exchanged will be
returned to the name and address of the person signing this Letter.
5. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Series A Notes to it or its order pursuant to the Exchange Offer. If,
however, Series B Notes and/or substitute Series A Notes not exchanged 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 Series A Notes tendered hereby, or if tendered
Series A Notes are registered in the name of any person other than the person
signing this Letter, or if a transfer tax is imposed for any reason other than
the transfer of Series A Notes to the Company or its order pursuant to the
Exchange Offer, 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 herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.
6. Waiver of Conditions.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
7. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Series A Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Series A
Notes for exchange.
Although the Company intends to notify holders of defects or irregularities
with respect to tenders of Series A Notes, neither the Company, the Exchange
Agent nor any other person shall incur any liability for failure to give any
such notice.
8. Mutilated, Lost, Stolen or Destroyed Series A Notes.
Any holder whose Series A Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. Withdrawal of Tenders.
Tenders of Series A Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date.
For a withdrawal of a tender of Series A Notes to be effective, a written
or facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth above prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Series A Notes to be withdrawn (the
"Depositor"), (ii) identify the Series A Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Series A Notes),
(iii) be signed by the holder in the same manner as the original signature on
this Letter by which such Series A Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the trustee under the Indenture pursuant to which the Series A Notes were
issued register the transfer of such Series A Notes into the name of the person
withdrawing the tender, and (iv) specify the name in which any such Series A
Notes are to
10
be registered, if different from that of the Depositor. Any Series A Notes so
properly withdrawn will be deemed not to have been validly tendered for exchange
for purposes of the Exchange Offer. Any Series A 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 as soon as practicable after
withdrawal, rejection of tender, or termination of the Exchange Offer. Properly
withdrawn Series A Notes may be retendered by following the procedures described
above at any time on or prior to 5:00 p.m., New York City time, on the
Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Series A Notes 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 Series A Notes not properly tendered or any Series A Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any defects,
irregularities, or conditions of tender as to particular Series A Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions of this Letter) will be final and binding on all
parties.
10. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter and other related documents may
be directed to the Exchange Agent, at the address and telephone number indicated
above.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of Series B Notes is
required to provide the Company (as payor) with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 or otherwise establish a
basis for exemption from backup withholding to prevent backup withholding on any
Series B Notes delivered pursuant to the Exchange Offer and any payments
received in respect of the Series B Notes. If a holder of Series B Notes is an
individual, the TIN is such holder's social security number. If the Company is
not provided with the correct taxpayer identification number, a holder of Series
B Notes may be subject to a $50 penalty imposed by the Internal Revenue Service.
Accordingly, each prospective holder of Series B Notes to be issued pursuant to
Special Issuance Instructions should complete the attached Substitute Form W-9.
The Substitute Form W-9 need not be completed if the box entitled Special
Issuance Instructions has not been completed.
Certain holders of Series B Notes (including, among other, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt prospective holders of Series B Notes should
indicate their exempt status on Substitute Form W-9. A foreign individual may
qualify as an exempt recipient by submitting to the Company, through 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 Series B 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.
11
Purpose of Substitute Form W-9
To prevent backup withholding on any Series B Notes delivered pursuant to
the Exchange Offer and any payments received in respect of the Series B Notes,
each prospective holder of Series B Notes to be issued pursuant to Special
Issuance Instructions should provide the Company, through the Exchange Agent,
with either: (i) such prospective holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such prospective holder is awaiting a TIN) and that (A) such prospective
holder 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 such prospective
holder that he or she is no longer subject to backup withholding; or (ii) an
adequate basis for exemption.
What Number to Give the Exchange Agent
The prospective holder of Series B Notes to be issued pursuant to Special
Issuance Instructions is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the prospective
record owner of the Series B Notes. If the Series B Notes will be 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.
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PAYORS'S NAME: ELIZABETH ARDEN, INC.
- ------------------------------------------------------------------------------------
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND -------------------------
FORM W-9 CERTIFY BY SIGNING AND DATING Social Security Number(s)
BELOW
-------------------------
Department of the Treasury Employer Identification
Internal Revenue Service Number(s)
Payor's Request for
Taxpayer Identification
Number (TIN)
- ------------------------------------------------------------------------------------
Part 2 - Certification - Under Part 3 [_]
Penalties of Perjury,
I certify that: Awaiting TIN
(1) The number shown on this
form is my current 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.
- ------------------------------------------------------------------------------------
Certificate Instructions - You must cross out item (2) in
Part 2 above if you have been notified by the IRS that
you are subject to backup withholding because of
underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you are
subject to backup withholding you receive another
notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE ________________________________ DATE___________
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NOTE: FAILURE BY A PROSPECTIVE HOLDER OF SERIES B NOTES TO BE ISSUED PURSUANT TO
THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM
MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ALL PAYMENTS MADE TO YOU ON
ACCOUNT OF THE SERIES B NOTES DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE
OFFER AND ANY PAYMENTS RECEIVED BY YOU IN RESPECT OF THE SERIES B NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION 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.
____________________________________ _____________________, 2001 Signature Date
Signature Date
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13