Exhibit 99.1
CONSENT AND LETTER OF TRANSMITTAL
For the Offer to Exchange 13 1/8% Senior Notes Due 2006 and 13 1/2% Senior
Notes due 2008
of Corporacion Durango, S.A. de C.V.
For Any and All Outstanding
12 5/8% Notes Due 2003 (CUSIP No. 40050MAA4) of
Grupo Industrial Durango, S.A. de C.V.
(US$250,000,000 Principal Amount Outstanding)
and Solicitation of Consents with respect to Indenture Amendments
THE EXPIRATION DATE OF THE EXCHANGE OFFER IS 5:00 P.M., NEW YORK CITY TIME,
ON AUGUST 27, 2001, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED, THE "EXPIRATION DATE"). TENDERS OF GID NOTES (AS DEFINED BELOW) IN
THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO AUGUST 27,
2001, BUT NOT THEREAFTER. THE COMPANY RESERVES THE RIGHT TO EXTEND THE
EXCHANGE OFFER AT ANY TIME SUBJECT TO COMPLIANCE WITH APPLICABLE LAW.
CONSENTS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE LATER TO OCCUR OF (I)
5:00 P.M., NEW YORK CITY TIME, ON AUGUST 14, 2001, BY MAKING A VALID
WITHDRAWAL OF THE RELATED TENDERED GID NOTES (SUCH TIME AND DATE, THE
"CONSENT DATE") OR (II) THE TIME AND DATE THAT THE COMPANY HAS RECEIVED
CONSENTS TO THE PROPOSED AMENDMENTS FROM THE HOLDERS OF AT LEAST A MAJORITY
OF THE OUTSTANDING AMOUNT OF THE GID NOTES THEN OUTSTANDING A WITHDRAWAL OF
TENDERED GID NOTES AFTER THE CONSENT DATE WILL NOT CONSTITUTE A WITHDRAWAL OF
A CONSENT.
The Exchange Agent for the Exchange Offer is:
The Chase Manhattan Bank
55 Water Street
New York, NY 10014
Attn: Victor Matis
Delivery of this Consent and Letter of Transmittal to the Exchange Agent or
to any other person will not constitute a valid tender of the Exchange Notes.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE CONSENT PAYMENT (AS DESCRIBED
IN THE PROSPECTUS) MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR GID NOTES TO
THE EXCHANGE AGENT ON OR PRIOR TO THE CONSENT DATE.
The undersigned hereby acknowledges receipt and review of the prospectus and
consent solicitation dated July 30, 2001 (the "Prospectus") of Corporacion
Durango, S.A. de C.V. (the "Company") and this consent and letter of
transmittal (the "Consent and Letter of Transmittal"), which together describe
the Company's (i) offer (the "Exchange Offer") to issue US$1,030 in principal
amount of its 13 1/8% Senior Notes due 2006 (the "2006 Notes") or US$1,030 in
principal amount of its 13 1/2% Senior Notes due 2008 (the "2008 Notes" and,
together with the "2006 Notes", the "Exchange Notes") in exchange for US$1,000
in principal amount of the 12 5/8% Notes due 2003 (the "GID Notes") of Grupo
Industrial Durango, S.A. de C.V. ("GID") issued under an indenture (the
"Indenture") dated as of July 25, 1996 between GID and The Chase Manhattan
Bank, as Trustee and (ii) solicitation for consents (the "Consents") from the
holders of the GID Notes to certain proposed amendments to the Indenture (the
"Solicitation").
Upon the terms and subject to the conditions of the Exchange Offer described
in this Consent and Letter of Transmittal and the accompanying Prospectus, the
undersigned may select the form of consideration received for such
undersigned's GID Notes from the following two options, subject to the
limitations described below:
. new 13 1/8% Senior Notes due 2006; and
. new 13 1/2% Senior Notes due 2008.
Holders of GID Notes do not have to choose the same option for all the GID
Notes that such holders tender. Holders of GID Notes do not have to tender all
of their GID Notes to participate in the Exchange Offer.
The Company is offering to exchange up to a maximum of US$50 million in
aggregate principal amount of GID notes for 2006 Notes and US$200 million in
aggregate principal amount of GID notes for 2008 Notes.
Either type of the Exchange Notes may be oversubscribed. In the event of
oversubscription, the Company will issue the oversubscribed type of Exchange
Notes on a pro rata basis in exchange for all GID Notes tendered for the
oversubscribed type of Exchange Notes and will issue the other type of
Exchange Notes in exchange for the balance of the tendered GID Notes.
Therefore, a holder may receive a different type of Exchange Note than that
for which the holder tendered for a portion of the GID Notes that such holder
tendered.
The Exchange Notes will pay interest on February 1 and August 1 of each
year, commencing February 1, 2002. Interest on the Exchange Notes will accrue
from August 1, 2001, irrespective of the settlement date of the Exchange
Offer. Interest on the GID Notes for the period from February 1, 2001 to
August 1, 2001 will be paid in cash as scheduled on August 1, 2001. No
separate payment of accrued interest on the GID Notes will be made on the
settlement date of the Exchange Offer.
The Company's Exchange Notes will be issued only in denominations of
US$1,000 principal amount and integral multiples of US$1,000. Any fractional
principal amount of Exchange Notes which a registered holder is entitled to
receive in the Exchange Offer will be paid to registered holders in cash.
Holders of GID Notes who tender GID Notes on or prior to the Consent Date
will receive a payment in respect of their Consent to the proposed amendments
to the GID Indenture in an amount equal to US$30 per US$1,000 principal amount
of such holder's GID Notes (the "Consent Payment") if all of the Closing
Conditions (as defined in the Prospectus) are satisfied. The Company will pay
the Consent Payment in cash to the extent that the holder of GID Notes has
received 2006 Notes or in additional 2008 Notes to the extent that the holder
of GID Notes has received 2008 Notes in the Exchange Offer. The Exchange Notes
will be issued only in denominations of US$1,000 principal amount and integral
multiples of US$1,000. Any fractional amount of 2008 Notes which a registered
holder is entitled to receive as part of the Consent Payment will be paid in
cash. If the Company does not receive the requisite Consents, or if the
Exchange Offer is not consummated, the Consent will be deemed revoked, and
holder will not receive the Consent Payment.
Holders of GID Notes must tender their GID Notes pursuant to the Exchange
Offer in order to validly deliver Consents to the proposed amendments pursuant
to the consent solicitation and holders of GID Notes may not tender their GID
Notes without delivering the related Consent. Tendered Consents may be revoked
at any time prior to the Consent Date. Tenders of GID Notes may be withdrawn
at any time on or prior to expiration or August 27, 2001, but not thereafter.
A valid withdrawal of tendered GID Notes prior to August 27, 2001 will not
constitute the concurrent valid revocation of such holder's Consent after the
Consent Date.
Holders of GID Notes may only tender by book-entry transfer to the Exchange
Agent's account at The Depositary Trust Company ("DTC") through DTC's
Automated Tender Offer Program ("ATOP") by transmitting to the Exchange Agent
a computer generated message (an "Agent's Message") in which a holder of the
GID Notes acknowledges and agrees to be bound by the terms of, and makes the
representations and warranties contained in this Consent and Letter of
Transmittal. DTC will then verify the acceptance and execute a book-entry
delivery of the GID Notes to the Exchange Agent's account at DTC. By crediting
the GID Notes to the Exchange Agent's account at DTC and by complying with the
applicable ATOP procedures with respect to the Exchange Offer, the DTC
participant confirms on behalf of itself and the beneficial owners of such GID
Notes all provisions of this Consent and Letter of Transmittal (including the
representations and warranties) applicable to it and such beneficial owners as
fully as if the information required herein had been completed and this
Consent and Letter of Transmittal had been executed and delivered to the
Exchange Agent.
Delivery of documents to DTC does not constitute delivery to the Exchange
Agent.
The DTC participant through which a beneficial owner holds its GID Notes
might require that such beneficial owner complete and sign this Consent and
Letter of Transmittal, which signature must have a signature guarantee. See
Instruction 1 below.
2
TENDER NOTES
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CHECK HERE IF TENDERED GID NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: __________________________
DTC Account Number: _____________________________________
Transaction Code Number: ________________________________
3
Item 1. Description of GID Notes
List below the GID Notes to which this Consent and Letter of Transmittal
relates. If the space provided is inadequate, list the principal amounts at
maturity on a separately executed schedule and affix the schedule to this
Consent and Letter of Transmittal. Tenders of GID Notes will be accepted only
in principal amounts at maturity equal to US$1,000 or integral multiples
thereof.
DESCRIPTION OF GID NOTES
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temI1. Name(s) and Address(es) of
Registered Holder(s) or
Nameof DTC Participant and Participant's
DTC Account Number in which GID
Principal Amount at Maturity
Notes are Held Aggregate Principal Amount at
Tendered and as to which Consents
(Please fill in, if blank) Maturity Represented
are Given*
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* Unless otherwise specified, it will be assumed that the entire aggregate
principal amount at maturity represented by the GID Notes described above
is being tendered. Holders who desire to tender their GID Notes pursuant
to the Exchange Offer and receive the Consent Payment are required to
consent to the proposed amendments with respect to all GID Notes tendered
by such Holders. Only Holders may validly tender their GID Notes and
deliver their Consents pursuant to the Exchange Offer and Solicitation.
Item 2. Election as to Form of Consideration
A. [_]Check this box if the undersigned wants to tender all of the
undersigned's GID Notes in exchange for US$1,030 principal amount of
2006 Notes for each US$1,000 principal amount of GID Notes.
B. [_]Check this box if the undersigned wants to tender all of the
undersigned's GID Notes in exchange for US$1,030 principal amount of
2008 Notes for each US$1,000 principal amount of GID Notes.
C. [_]Check this box, and complete the remainder of this section, if the
undersigned holds more than US$1,000 in aggregate principal amount of
GID Notes and wishes to make a mixed election as to form of
consideration.
(/1/) Indicate the principal amount of the undersigned's GID Notes for
which the undersigned
elects to receive only 2006 Notes.
(/2/) Indicate the principal amount of the undersigned's GID Notes for
which the undersigned
elects to receive only 2008 Notes.
Indicate the total principal amount for which the undersigned a is
making this mixed
election. (This amount is the total of Item 2C(1) and 2C(2) and must
be equal to the
total principal amount of the Holder's GID Notes being tendered as
indicated in Item 1).
Item 3. Soliciting Dealer if any:
The Company will pay to soliciting dealers a solicitation fee of US$2.50 per
US$1,000 in principal amount of GID Notes tendered, not withdrawn and accepted
for purchase and paid pursuant to the Exchange Offer, provided, that the
aggregate solicitation fee paid to any one soliciting dealer shall not exceed
US$15,000. As used herein, a "soliciting dealer" is an entity covered by the
consent and letter of transmittal which designated its name as having
solicited and obtained the tender, and is:
. any broker or dealer in securities, excluding the dealer manager, which
is a member of any national securities exchange or of the National
Association of Securities Dealers (NASD);
4
. any foreign broker or dealer not eligible for membership in the NASD
which agrees to conform to the NASD's Rules of Fair Practice in
soliciting tenders outside the United States to the same extent as
though it were an NASD member; or
. any bank or trust company.
Designate any soliciting dealer below.
Name: _________________________________________________________
DTC Account: __________________________________________________
5
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Corporacion Durango, S.A. de C.V. (the
"Company"), a corporation organized under the laws of the United Mexican
States, upon the terms and subject to the conditions set forth in its
prospectus and consent solicitation dated July 30, 2001 (the "Prospectus"),
receipt of which is hereby acknowledged, and in accordance with this Consent
and Letter of Transmittal, and delivers consents to the proposed amendments
(the "Consents") with respect to the principal amount of GID Notes indicated
above.
Subject to, and effective upon, acceptance for exchange of, the principal
amount of GID Notes tendered herewith in accordance with the terms and subject
to the conditions of the Exchange Offer and applicable law, including the
prior execution of a supplemental indenture (the "Supplemental Indenture") to
the Indenture, dated July 25, 1996 (the "Indenture"), between GID and The
Chase Manhattan Bank (the "Trustee"), pursuant to which the GID Notes were
issued, the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Company, all right, title and interest in and to all of the
GID Notes tendered hereby. The undersigned also hereby delivers Consents to
the proposed amendments with respect to the entire principal amount of GID
Notes so tendered.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent the 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 Company)
with respect to such GID Notes, with full powers of substitution and
revocation (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to (i) transfer ownership of, such GID Notes on the
account books maintained by DTC to, or upon the order of, the Company, (ii)
present such GID Notes for transfer of ownership on the books of the relevant
security register, (iii) receive all benefits and otherwise of such GID Notes
and (iv) deliver to the Company and the Trustee, if so requested, this Consent
and Letter of Transmittal as evidence of the undersigned's Consent to the
proposed amendments and as certification that requisite Consents to the
proposed amendments duly executed by holders have been received, all in
accordance with the terms and conditions of the Exchange Offer and
Solicitation as described in the Prospectus.
The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the written Consent to the proposed
amendments with respect to the principal amount of GID Notes tendered
herewith, as permitted by the Indenture. The undersigned understands that the
Consents provided hereby shall remain in full force and effect unless and
until such Consents are revoked in accordance with the procedures set forth in
the Prospectus and this Consent and Letter of Transmittal. The undersigned
also understands that the proposed amendments will be effected by the
Supplemental Indenture which will be executed by GID and the Trustee following
receipt of the requisite Consents. However, the proposed amendments, by their
terms, do not become effective or effect any change in the operating
provisions of the Indenture unless the Company accepts all GID Notes validly
tendered (and not withdrawn) pursuant to the Exchange Offer, in which event
the proposed amendments shall be deemed effective as of immediately prior to
such acceptance. See the section in the Prospectus captioned "The Exchange
Offer--Termination and Conditions" for more information on the conditions to
acceptance of the Exchange Offer. The Company shall thereafter be obligated to
exchange the GID Notes so accepted for the Exchange Notes provided that the
Company has received the requisite Consents as described in the Prospectus.
The Company will return the GID Notes by crediting the account at DTC from
which the GID Notes were delivered promptly after the Expiration Date in the
event that the Company does not deliver the Exchange Notes or make the Consent
Payment after the Company accepts tender.
The undersigned also understands that no revocation of Consents may be made
after the Consent Date, but if the Exchange Offer is terminated thereafter
without any GID Notes having been purchased, the proposed amendments will not
become effective.
The undersigned understands that tenders of GID Notes may be withdrawn, and,
prior to the Consent Date, the related Consents may be revoked at any time by
written notice of withdrawal or revocation, received by the Exchange Agent, in
accordance with the procedures set forth in the Prospectus under the caption
"The Exchange Offer--Withdrawal Rights and Revocation of Consents." A valid
withdrawal of tendered GID Notes on or prior to the Consent Date will be
deemed a revocation of the related Consents. In order for a holder to revoke a
Consent, such holder must withdraw the related tendered GID Notes. In the
event of a termination of the Exchange Offer, the GID Notes tendered pursuant
to the Exchange Offer will be credited to an account maintained at DTC from
which such GID Notes were delivered.
6
The undersigned understands that tenders of GID Notes pursuant to any of the
procedures described in the Prospectus and in the instructions hereto and
acceptance of such GID Notes by the Company will constitute a binding
agreement between the undersigned and the Company upon the terms and subject
to the conditions of the Exchange Offer and this Consent and Letter of
Transmittal. For purposes of the Exchange Offer, the undersigned understands
that validly tendered GID Notes (or defectively tendered GID Notes with
respect to which the Company has waived, or has caused to be waived, such
defect) will be deemed to have been accepted for exchange if, as and when the
Company gives oral or written notice thereof to the Exchange Agent. Any
tendered GID Notes that are not accepted for exchange pursuant to the Exchange
Offer for any reason will be returned by crediting the account maintained at
DTC from which such GID Notes were delivered.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the GID Notes
tendered hereby, to give the Consents contained herein, to acquire the
Exchange Notes issuable upon the exchange of such tendered GID Notes, and
that, when such tendered GID Notes are accepted for exchange the Company will
acquire good title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim or right. The
undersigned, upon request, will execute and deliver any additional documents
deemed by the Exchange Agent or by the Company to be necessary or desirable to
complete the exchange, assignment and transfer of the GID Notes tendered
hereby, to perfect the undersigned's Consents to the proposed amendments or to
complete the execution of the Supplemental Indenture.
All authority conferred or agreed to be conferred by this Consent and Letter
of Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, executors, administrators, trustees in
bankruptcy, personal and legal representatives, successors and assigns of the
undersigned.
The undersigned understands that the delivery and surrender of any GID Notes
is not effective, and the risk of loss of the GID Notes does not pass to the
Exchange Agent, until receipt by the Exchange Agent of an Agent's Message,
together with any other required documents in form satisfactory to the
Company. All questions as to the form of all documents and the validity
(including time of receipt) and acceptance of tenders and withdrawals of GID
Notes and deliveries and revocations of Consents will be determined by the
Company, in its sole discretion, which determination shall be final and
binding.
Unless otherwise indicated herein under "Special Payment or Issuance
Instructions," the undersigned hereby requests that any GID Notes representing
principal amounts not tendered or not accepted for payment be issued in the
name(s) of the undersigned by book-entry transfer, by credit to the account of
DTC, and checks for the Consent Payment to be made in connection with the
Exchange Offer be issued to the order of the undersigned. Similarly, unless
otherwise indicated herein under "Special Delivery Instructions," the
undersigned hereby requests that any GID Notes representing principal amounts
not tendered or not accepted for payment and checks for the Consent Payment to
be made in connection with the Exchange Offer be delivered to the undersigned
by credit to the undersigned's account at DTC.
In the event that the "Special Payment or Issuance Instructions" box or the
"Special Delivery Instructions" box is, or both are, completed, the
undersigned hereby requests that any GID Notes representing principal amounts
not tendered or not accepted for payment be issued in the name(s) of, and
checks for the Consent Payment to be made in connection with the Offer be
issued in the name(s) of, and be delivered to, the person(s) so indicated, and
credit for GID Notes representing principal amounts not tendered or not
accepted for payment be made to the account of DTC so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Payment or Issuance Instructions" box or the "Special Delivery
Instructions" box to transfer any GID Notes from the name of the registered
holder(s) thereof if the Company does not accept for purchase any of the
principal amount of such GID Notes so tendered.
7
SPECIAL PAYMENT OR SPECIAL DELIVERY INSTRUCTIONS
ISSUANCE INSTRUCTIONS (See Instructions 1, 3, 4 and 5)
(See Instructions 1, 3, 4 and 5)
To be completed ONLY if GID Notes To be completed ONLY if GID Notes
in a principal amount not tendered in a principal amount not tendered
or not accepted for exchange are to or not accepted for exchange or
be issued in the name of, or checks checks are to be credited to
are to be issued to the order of, someone other than the person or
someone other than the person or persons whose signature(s)
persons whose signature(s) appear(s) within this Consent and
appear(s) within this Consent and Letter of Transmittal or to a DTC
Letter of Transmittal or issued to account different from that shown
a DTC account different from that in the box entitled "Description of
shown in the box entitled GID Notes" within this Consent and
"Description of GID Notes" within Letter of Transmittal.
this Consent and Letter of
Transmittal. Name of Institution: ________________
(Please Print)
Name of Institution: _______________
(Please Print)
DTC Account: _______________________ DTC Account: _______________________
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(Taxpayer Identification or Social (Taxpayer Identification or Social
Security Number) Security Number)
8
PLEASE SIGN HERE
(To be completed by all tendering
and consenting Holders regardless of whether
Notes are being physically delivered herewith)
By completing, executing and delivering this Consent and Letter of
Transmittal, the undersigned hereby consents to the proposed amendments (and
to the execution of a Supplemental Indenture effecting the proposed
amendments) with respect to, and tenders, the principal amount at maturity of
the GID Notes listed in the box in Item 1 above labeled "Description of GID
Notes" under the column heading "Principal Amount at Maturity Tendered and as
to which Consents are Given" (or, if nothing is indicated therein, the entire
aggregate principal amount at maturity represented by the GID Notes described
in such box).
This Consent and Letter of Transmittal must be signed by the Holder(s)
exactly as such participant's name appears on a security position listing as
owner of GID Notes, or by person(s) authorized to become Holder(s) by
endorsements and documents transmitted herewith. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity,
please set forth full title and see Instruction 3.
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Signature(s) of Registered Holder(s) or Authorized
Signatory
(See guarantee requirement below)
Dated: , 2001
Name(s) ______________________________________________________________________
(Please print)
Capacity _____________________________________________________________________
Address ______________________________________________________________________
(Include Zip Code)
Area Code and Tel. No. _______________________________________________________
Tax Identification or Social Security No. ____________________________________
(Complete Substitute Form W-9, Which May Be Obtained from the Information
Agent)
Medallion Signature Guarantee
(If Required--see Instruction 1)
Authorized Signature _________________________________________________________
Name of Firm _________________________________________________________________
Dated: _______, 2001
9
INSTRUCTIONS
Forming part of the terms and conditions of the Exchange Offer.
1. Signature Guarantees. A DTC participant might require a beneficial owner
of the GID Notes to sign this Consent and Letter of Transmittal. All
signatures on this Consent and Letter of Transmittal must be guaranteed by a
medallion signature guarantor. If the GID Notes are registered in the name of
a person other than the signer of this Consent and Letter of Transmittal or if
GID Notes not accepted for exchange or not tendered are to be returned to a
person other than the registered holder, then the signatures on this Consent
and Letter of Transmittal must be guaranteed by a medallion signature
guarantor as described above. See Instruction 3.
2. Delivery of Consent and Letter of Transmittal and GID Notes. A holder
must do the following on or prior to the Expiration Date to participate in the
Exchange Offer:
. tender and deliver the Holder's GID Notes by delivering to the Exchange
Agent a computer generated message, called an "agent's message",
transmitted by means of the book-entry transfer facility's Automated
Tender Offer Program ("ATOP") system. The Agent's Message, in part,
confirms that a book-entry transfer of the GID Notes into the Exchange
Agent's account at the book-entry transfer facility has occurred. It
also states that the book-entry facility has received an express
acknowledgment from the participant of the book-entry transfer facility
who is tendering the GID Notes that:
. the participant has received this Consent and Letter of
Transmittal;
. the participant has agreed to be bound by its terms; and
. that the Company may enforce the Consent and Letter of Transmittal
against the participant.
A confirmation of a book-entry transfer into the Exchange Agent's account at
DTC of all GID Notes delivered electronically and any other documents required
by this Consent and Letter of Transmittal must be received by the Exchange
Agent at its address set forth herein on or prior to the Consent Date (in
order to receive the Consent Payment) or the Expiration Date, as the case may
be. Delivery of documents to DTC does not constitute delivery to the Exchange
Agent.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders, by execution of this Consent and Letter of Transmittal (or
a facsimile thereof), waive any right to receive any notice of the acceptance
of their GID Notes for exchange.
3. Signatures on Consent and Letter of Transmittal, Instruments of Transfer
and Endorsements. If this Consent and Letter of Transmittal is signed by a
participant in DTC whose name is shown as the owner of the GID Notes tendered
hereby, the signature must correspond with the name shown on the security
position listing as the owner of the GID Notes.
If this Consent and Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation or
other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and proper evidence satisfactory to the
Company of such person's authority to so act must be submitted.
If this Consent and Letter of Transmittal is signed by a person who is
neither (1) a registered holder nor (2) exchanging GID Notes for the account
of an eligible guarantor institution, the signature of such person must be
guaranteed by an eligible guarantor institution.
Pursuant to authority granted by DTC, any DTC participant which has GID
Notes credited to its DTC account at any time (and thereby held of record by
DTC's nominee) may directly provide a Consent to the proposed amendments as
though it were the registered holder by delivering an Agent's Message to DTC.
4. Special Payment or Issuance and Delivery Instructions. All GID Notes
tendered by book-entry transfer and not accepted for payment will be returned
by crediting the account at DTC, unless the appropriate box on this Consent
and Letter of Transmittal is checked, in which case the GID Notes will be
returned by crediting the account indicated in such box.
10
5. Transfer Taxes. Except as set forth in this Instruction 5, the Company
will pay or cause to be paid any transfer taxes imposed by Mexico or the
United States with respect to the transfer and sale of GID Notes to it, or to
its order, pursuant to the Exchange Offer. If payment of the Consent Payment
is to be made to, or if GID Notes not tendered or exchanged are to be
registered in the name of, any persons other than the registered owners, or if
tendered GID Notes are registered in the name of any persons other than the
persons signing this Consent and Letter of Transmittal, the amount of any
transfer taxes (whether imposed on the Holder or such other person) payable on
account of the transfer to such other person will be deducted from the Consent
Payment unless satisfactory evidence of the payment of any such taxes imposed
by Mexico or the United States or an exemption therefrom is submitted.
The payment by the Company of any consent payment pursuant to the
transmittal letter shall be made free and clear of and without deductions or
withholding of any tax, duty, levy, impost, assessment or other governmental
charge imposed or levied by or on behalf of Mexico (or any subdivision thereof
or by any authority or agency therein or thereof having the power to tax)
("Mexican Tax"). If any Mexican Tax is so levied or imposed on any such
consent payment, the Company agrees to pay additional consideration for the
Notes being exchanged as may be necessary so that after all required
deductions or withholdings have been made, including those applicable to
additional sums payable under this provision, the net amount received by
holders or other beneficial owners of the exchange notes will not be less than
the amounts as would have been received by them had no such withholding or
deduction been required, except that no such additional consideration shall be
payable for or on account of any such taxes or governmental charges which are
imposed on, or deducted or withheld from, any payment made to a holder or
beneficial owner (a) by reason of the existence of any present or former
connection between the holder or beneficial owner and Mexico (or any
subdivision thereof or by any authority or agency therein having the power to
tax) or (b) by reason of the failure by such holder or beneficial owner to
comply with any certification, identification, information, documentation or
other reporting requirement if such compliance is required or imposed by a
statute, treaty, regulation, filing or administration practice in order to
make any claim for exemption from, or reduction in the rate of, the
imposition, withholding or deduction of any such taxes or other governmental
charges.
6. Requests for Assistance or Additional Copies. Questions relating to the
procedures for tendering GID Notes and providing Consents to the proposed
amendments and requests for assistance may be directed to the Information
Agent, the Exchange Agent or Dealer Manager and Solicitation Agent at their
respective telephone numbers set forth on the last page of this document.
Additional copies of the Prospectus, and the Consent and Letter of Transmittal
and copies of the Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 or W-8BEN may be obtained from the Information
Agent at the address and telephone number set forth below or from your broker,
dealer, commercial bank, trust company or other nominee.
IMPORTANT: In order to validly tender GID Notes pursuant to the Exchange Offer
and validly deliver Consents pursuant to the Solicitation, an
Agent's Message and all other required documents, must be received
by the Exchange Agent on or prior to the Consent Date with respect
to Holders wishing to receive the Consent Payment and on or prior
to the Expiration Date with respect to Holders wishing to receive
the Exchange Notes. In order to receive the Consent Payment, a
Holder (or the client of such Holder) must deliver an Agent's
Message and tender of the GID Notes through DTC on or prior to the
Consent Date.
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IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a tendering Holder may be subject to
backup withholding tax at a rate of 31% (or 30.5% as of August 7, 2001) with
respect to the delivery by the Exchange Agent of the Exchange Offer and the
payment of the Consent Payment, if any, unless such Holder (i) is a
corporation or other exempt recipient and, if required, establishes its
exemption from backup withholding, (ii) provides its correct taxpayer
identification number ("TIN"), certifies that it is not currently subject to
backup withholding and otherwise complies with applicable requirements of the
backup withholding rules, or (iii) certifies as to its non-U.S. status.
Completion of a Substitute Form W-9, in the case of a U.S. Holder, or
Substitute Form W-8BEN, in the case of a non-U.S. Holder (which forms shall be
available from the Information Agent upon request) should be used for this
purpose. Failure to provide such holder's taxpayer identification number on
the Substitute Form W-9, if applicable, may subject the tendering Holder (or
other payee) to a $50 penalty imposed by the Internal Revenue Service. More
serious penalties may be imposed for providing false information which, if
willfully done, may result in fines and/or imprisonment. The box in part 3 of
the Substitute Form W-9 may be checked if the tendering holder (or other
payee) is required to submit a Substitute Form W-9 and has not been issued a
TIN and has applied for a TIN or intends to apply for a TIN in the near
future. If the box in Part 3 is so checked and the Exchange Agent is not
provided with a TIN by the time of payment, the Exchange Agent will withhold
31% (or 30.5% as of August 7, 2001) on all such payments of the Consent
Payment, if any, until a TIN is provided to the Exchange Agent.
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We have not authorized any person to give any information or to make any
representations other than those contained in the Prospectus and, if given or
made, you must not rely on this information or representation as having been
authorized by us. The Prospectus, this Consent and Letter of Transmittal and
any related documents do not constitute an offer to buy or the solicitation of
an offer to sell the exchange notes in any circumstance in which the offer or
solicitation is unlawful. In those jurisdictions where the securities, blue
sky or other laws require the offer to be made by a licensed broker or dealer,
the offer will be deemed to be made on behalf of Corporacion Durango, S.A. de
C.V. by the dealer manager and solicitation agent or one or more registered
brokers or dealers licensed under the laws of that jurisdiction.
In order to tender, a holder must tender pursuant to DTC's Automated Tender
Offer Program.
The exchange agent for the exchange offer is:
The Chase Manhattan Bank
Capital Markets Fiduciary Services
450 W. 33rd St., 15th Floor
New York, NY 10001-2697
Tel: (212) 638-0459
(212) 638-0431
Any questions or requests for assistance or for additional copies of this
prospectus and consent solicitation, the consent and letter of transmittal
or related documents may be directed to the information agent at its
telephone number set forth below. A holder may also contact the dealer
manager and solicitation agent at its telephone number set forth below or
such holder's broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the exchange offer.
The information agent for the exchange offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers, call collect:
(212) 269-5550
Others, call toll free:
(800) 714-3312
The exclusive dealer manager and solicitation agent for the exchange offer and
consent solicitation is:
Banc of America Securities LLC
100 North Tryon Street, 7th Floor
Charlotte, NC 28255
Attention: High Yield Special Products
Tel.: (704) 388-4807 (Collect)
Tel.: (888) 292-0070 (Toll Free)