Exhibit 99.1
LETTER OF TRANSMITTAL
Offer To Exchange 10% Senior Subordinated Notes Due August 15, 2011
Which Have Been Registered Under The Securities Act of 1933
For Any And All Outstanding
10% Senior Subordinated Notes Due August 15, 2011
of
Compass Minerals Group, Inc.
Pursuant To The Prospectus Dated [ ], 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON [ ], 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent
for the Exchange Offer is:
THE BANK OF NEW YORK
By Fascimile: By Registered or Certified Mail
(Eligible Institutions Only)
(212) The Bank of New York
Attention: [ ]
Confirm by Telephone: (212) Attention:
By Hand Delivery or Overnight Courier:
The Bank of New York
[ ]
Attn: Reorganization Section
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE
WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. THE INSTRUCTIONS
CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The undersigned
acknowledges that he or she has received and reviewed the prospectus dated
, 2002, of Compass Minerals Group, Inc., a Delaware corporation (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 10% Senior Subordinated Notes due 2011 (the
"Exchange Notes") that have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for each $1,000 principal amount of its
outstanding 10% Senior Subordinated Notes due 2011 (the "Old Notes").
Recipients of the prospectus should read the requirements described in the
prospectus with respect to eligibility to participate in the Exchange Offer.
Capitalized terms used but not defined herein have the meaning given to them in
the prospectus.
ALL TENDERING HOLDERS COMPLETE THIS BOX:
Description of Old Notes Tendered
- --------------------------------------------------------------------------------
Name(s) and
Addresss(es) of
Registered Holder(s)
(Fill in, if blank) Old Notes Tendered
- ---------------------------- ---------------------------------------------------------------------
Certificate Number(s) Principal Amount
(Attach additional (Attach additional Principal Amount Tendered
list if necessary)* list if necessary) (if less than all)**
------------------------------------------------------------------
$ $
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
Total Amount
Tendered:
- -------------------------------------------------------------------------------
* Need not be completed by book-entry holders. Such holders should check the
appropriate box below and provide the requested information.
** Need not be completed if tendering for exchange all Old Notes held. Old
Notes may be tendered in whole or in part in integral multiples of $1,000
principal amount. All Old Notes held shall be deemed tendered unless a
lesser number is specified in this column. See Instruction 4.
This Letter of Transmittal is to be completed by holders of Old Notes either
if Old Notes are to be forwarded herewith or if tenders of Old Notes are to be
made by book-entry transfer to an account maintained by The Bank of New York
(the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering" in the
Prospectus.
Holders of Old Notes whose certificates (the "Certificates") for such Old
Notes are not immediately available or who cannot deliver their Certificates,
this Letter of Transmittal and 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, may tender their Old Notes according
to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
List below the Old Notes of which you are a holder. If the space provided
below is inadequate, list the certificate numbers and principal amount on a
separate signed schedule and attach that schedule to this Letter of
Transmittal. See Instruction 3.
2
(Boxes Below To Be Checked By Eligible Institutions Only. See Instruction 1)
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: ___________________________________________
DTC Account Number(s): ___________________________________________________
Transaction Code Number(s): ______________________________________________
[_]CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ________________________________________
Window Ticket Number(s) (if any): ________________________________________
Date of Notice of Guaranteed Delivery: ___________________________________
Institution Which Guaranteed Delivery: __________________________________
If Guaranteed Delivery is to be made by book-entry transfer:
Name of Tendering Institution: ___________________________________________
DTC Account Number(s): ___________________________________________________
Transaction Code Number(s): ______________________________________________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OLD NOTES FOR YOUR OWN
ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES
(A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ____________________________________________________________________
Address: _________________________________________________________________
___________________________________________________________________
Telephone Number and Contact Person: _____________________________________
3
Ladies and Gentlemen:
The undersigned hereby tenders to Compass Minerals Group, Inc. (the
("Company"), the above described principal amount of the Company's 10% Senior
Subordinated Notes due August 15, 2011, originally issued November 28, 2001
(the "Old Notes") in exchange for a like principal amount of the Company's 10%
Senior Subordinated Notes due August 15, 2011 (the "Exchange Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), upon the terms and subject to the conditions set forth in
the prospectus dated [ ], 2002 (as the same may be amended or supplemented
from time to time, the "Prospectus"), receipt of which is hereby acknowledged,
and in this Letter of Transmittal (which, together with the Prospectus,
constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of the Old Notes
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of the Company 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 agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of the
Company in connection with the Exchange Offer and as Trustee under the
Indenture dated November 28, 2001 (the "Indenture") for the Old Notes and the
Exchange Notes) with respect to the tendered Old Notes, with full power of
substitution (such power of attorney being an irrevocable power coupled with an
interest), subject only to the right of withdrawal described in the Prospectus,
to: (i) deliver such Old Notes to the Company together with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company
upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange
Notes to be issued in exchange for such Old Notes; (ii) present Certificates
for such Old Notes for transfer, and to transfer such Old Notes on the account
books maintained by DTC; and (iii) receive for the account of the Company all
benefits and otherwise exercise all rights of beneficial ownership of such Old
Notes, all in accordance with the terms and conditions of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange and transfer the Old Notes tendered
hereby and that, when the same are accepted for exchange, the Company will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances, and that the Old Notes tendered
hereby are not subject to any adverse claims or proxies. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Company or the Exchange Agent to be necessary or desirable to complete the
exchange and transfer of the Old Notes tendered hereby. The undersigned has
read and agrees to all of the terms of the Exchange Offer.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Old Notes. The
Certificate number(s) and the Old Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.
If any tendered Old Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if Certificates are submitted for more Old Notes than are
tendered or accepted for exchange, Certificates for such nonexchanged or
nontendered Old Notes will be returned (or, in the case of Old Notes tendered
by bookentry transfer, such Old Notes will be credited to an account maintained
at DTC), without expense to the tendering holder promptly following the
expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Old Notes pursuant to any one of
the procedures described in "The Exchange Offer--Procedures for Tendering" in
the Prospectus and in the instructions herein will, upon the Company's
acceptance for exchange of such tendered Old Notes, constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Exchange Offer. The undersigned recognizes that, under
certain circumstances set forth in the Prospectus, the Company may not be
required to accept for exchange any of the Old Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Registration
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, that such Exchange Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute Certificates
representing Old Notes not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Old
Notes, will be credited to the account indicated above maintained at DTC.
Similarly,
4
unless otherwise indicated under "Special Delivery Instructions," please
deliver Exchange Notes to the undersigned at the address shown below the
undersigned|s signature.
Unless the box under the heading "Special Registration Instructions" is
checked, by tendering Old Notes and executing this Letter of Transmittal, the
undersigned hereby represents and warrants that:
(i) neither the undersigned nor any beneficial owner of the Old Notes
(the "Beneficial Owner") is an "affiliate," as such term is defined under
Rule 405 under the Securities Act, of the Company, or if the undersigned or
Beneficial Owner is an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act, if applicable. Upon
request by the Company, the undersigned or Beneficial Owner will deliver to
the Company a legal opinion confirming it is not such an affiliate;
(ii) the Exchange Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned and any
Beneficial Owner;
(iii) neither the undersigned nor any Beneficial Owner is engaging in or
intends to engage in a distribution of such Exchange Notes;
(iv) neither the undersigned nor any Beneficial Owner has an arrangement
or understanding with any person to participate in the distribution of such
Exchange Notes;
(v) if the undersigned or any Beneficial Owner is a resident of the State
of California, it falls under the self-executing institutional investor
exemption set forth under Section 25102(i) of the Corporate Securities Law
of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky
Regulations;
(vi) if the undersigned or any Beneficial Owner is a resident of the
Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Sections 203(c), 102(d) and
(k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the
Pennsylvania Blue Sky Regulations and an interpretive opinion dated November
16, 1985;
(vii) the undersigned and each Beneficial Owner acknowledges and agrees
that any person who is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or is participating
in the Exchange Offer for the purpose of distributing the Exchange Notes,
must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction of the
Exchange Notes or interests therein acquired by such person and cannot rely
on the position of the staff of the Securities and Exchange Commission (the
"SEC") set forth in certain no-action letters; and
(viii) the undersigned and each Beneficial Owner understands that a
secondary resale transaction described in clause (vii) above and any resales
of Exchange Notes or interests therein obtained by such holder in exchange
for Old Notes or interests therein originally acquired by such holder
directly from the Company should be covered by an effective registration
statement containing the selling security holder information required by
Item 507 or Item 508, as applicable, of Regulation S-K or the SEC.
The undersigned may, IF AND ONLY IF UNABLE TO MAKE ALL OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN (i)-(viii) ABOVE, elect to have its
Old Notes registered in the shelf registration described in the Registration
Rights Agreement, dated as of November 28, 2001, between the Company, as
issuer, Carey Salt Company, Great Salt Lake Minerals Corporation, GSL
Corporation, NAMSCO Inc. and North American Salt Company, as guarantors, and
Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Deutsche
Banc Alex. Brown Inc. and Credit Lyonnais Securities (USA) Inc., as initial
purchasers, in the form filed as an exhibit to the registration statement of
which the Prospectus is a part. Such election may be made by checking the box
under "Special Registration Instructions" on page 7. By making such election,
the undersigned agrees, jointly and severally, as a holder of transfer
restricted securities participating in a shelf registration, to indemnify and
hold harmless the Company, its agents, employees, directors and officers and
each Person who controls the Company, within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), against any and all losses, claims, damages and
liabilities whatsoever (including, without limitation, the reasonable legal and
other expenses actually incurred in connection
5
with any suit, action or proceeding or any claim asserted) arising out of or
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in the shelf registration statement filed with respect to such
Old Notes or the Prospectus or in any amendment thereof or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that any such loss, claim,
damage or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with information relating to the undersigned
furnished to the Company in writing by or on behalf of the undersigned
expressly for use therein. Any such indemnification shall be governed by the
terms and subject to the conditions set forth in the Registration Rights
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 provision of the Registration Rights
Agreement is not intended to be exhaustive and is qualified in its entirety by
reference to the Registration Rights Agreement.
If the undersigned is a broker-dealer that will receive Exchange 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 Exchange Notes;
however, by so acknowledging and delivering a prospectus, the undersigned will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. If the undersigned is a broker-dealer and Old Notes held for
its own account were not acquired as a result of market-making or other trading
activities, such Old Notes cannot be exchanged pursuant to the Exchange Offer.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus and in the instructions contained in this Letter of
Transmittal, this tender is irrevocable.
6
- ---------------------------------------------------------- --------------------------------------------------------
SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 5 and 6) (See Instructions 2, 5 and 6)
To be completed ONLY if the Exchange Notes or To be completed ONLY if the Exchange Notes or
any Old Notes that are not tendered are to be issued in any Old Notes that are not tendered are to be sent to
the name of someone other than the registered someone other than the registered holder(s) of the Old
holder(s) of the Old Notes whose name(s) appear(s) Notes whose name(s) appear(s) above, or to such
above. registered holder(s) at an address other than that
shown above.
Issue:
Mail:
[_] Old Notes not tendered, to:
[_] Old Notes not tendered, to:
[_]Exchange Notes, to:
[_]Exchange Notes, to:
Name(s) _______________________________________________
Name(s) ______________________________________________
Address _______________________________________________
Address ______________________________________________
Telephone Number: _____________________________________
Telephone Number: ____________________________________
_______________________________________________________
(Tax Identification or Social Security Number) ______________________________________________________
(Tax Identification or Social Security Number)
- ---------------------------------------------------------- --------------------------------------------------------
7
SIGNATURE
Signature(s) must be guaranteed if required by Instructions 2 and 5. This
Letter of Transmittal must be signed by the registered holder(s) exactly as the
name(s) appear(s) on Certificate(s) for the Old Notes hereby tendered or on a
security position listing, or by any person(s) authorized to become the
registered holder(s) by endorsements and documents transmitted herewith,
including such opinions of counsel, certifications and other information as may
be required by the Company or the Trustee for the Old Notes to comply with the
restrictions on transfer applicable to the Old Notes. If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer|s full title. See Instructions 2 and 5.
X__________________________________________________________
X__________________________________________________________
Signature(s) or Registered Holder(s) or Authorized Signature
Dated:_____________________________________________________
(Please Type or Print) Name(s):
Title:_____________________________________________________
Address:___________________________________________________
(Including Zip Code)
Area Code and Telephone Number:____________________________
Guarantee of Signature(s)
(If required see Instructions 2 and 5)
Signature(s) Guaranteed by an
Eligible Institution: _____________________________________ Date: ______
Authorized signature
Name of Eligible Institution
Guaranteeing Signature: ______________________________________________________
Address:________________________
Capacity (full title):______________________________________________________
__________________________________
Telephone Number:_____________________________________________________________
__________________________________
8
INSTRUCTIONS
(Forming part of the terms and conditions of the Exchange Offer)
1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in "The
Exchange Offer--Book-Entry Transfer" in the Prospectus. Certificates, or timely
confirmation of a book-entry transfer of such Old Notes into the Exchange
Agent's account at DTC, as well as this Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent at its address set forth herein on or prior
to the Expiration Date. The term "book-entry confirmation" means a timely
confirmation of book-entry transfer of Old Notes into the Exchange Agent's
account at DTC. Old Notes may be tendered in whole or in part in integral
multiples of $1,000 principal amount at maturity.
Holders who wish to tender their Old Notes and: (i) whose Certificates for
such Old Notes are not immediately available; (ii) who cannot deliver their
Certificates, this Letter of Transmittal and all other required documents to
the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete
the procedures for delivery by book-entry transfer on a timely basis, may
tender their Old Notes by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth
under "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.
Pursuant to such procedures: (i) such tender must be made by or through an
Eligible Institution (as defined below); (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form accompanying
this Letter of Transmittal, must be received by the Exchange Agent prior to the
Expiration Date; and (iii) the Certificates (or a book-entry confirmation)
representing all tendered Old Notes, in proper form for transfer, together with
a Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees and any 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 Notice of Guaranteed Delivery, all as provided under "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in the Notice of Guaranteed
Delivery. For Old Notes to be properly tendered pursuant to the guaranteed
delivery procedure, the Exchange Agent must receive a Notice of Guaranteed
Delivery prior to the Expiration Date. As used herein and in the Prospectus,
"Eligible Institution" means a firm or other entity identified in Rule 17Ad-15
under the Exchange Act as "an eligible guarantor institution," including (as
such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker or dealer or government securities broker or dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED 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 TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO
LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR
NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if: (i) this Letter of Transmittal is signed by the
registered holder (which shall include any participant in DTC whose name
appears on a security position listing as the owner of the Old Notes) of Old
Notes tendered herewith, unless such holder has completed either the
9
box entitled "Special Registration Instructions" or the box entitled "Special
Delivery Instructions" above; or (ii) such Old Notes are tendered for the
account of a firm that is an Eligible Institution. In all other cases, an
Eligible Institution must guarantee the signature(s) on this Letter of
Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the Certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule and attached to this Letter of
Transmittal.
4. Partial Tenders and Withdrawal Rights. Tenders of Old Notes will be
accepted only in integral multiples of $1,000 principal amount. If less than
all the Old Notes evidenced by any Certificate submitted are to be tendered,
fill in the principal amount of Old Notes which are to be tendered in the box
entitled "Principal Amount Tendered (if less than all)." In such case, new
Certificate(s) for the remainder of the Old Notes that were evidenced by the
old Certificate(s) will be sent to the tendering holder, unless the appropriate
boxes on this Letter of Transmittal are completed, promptly after the
Expiration Date. All Old Notes represented by Certificates delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to the Expiration Date. In order for a withdrawal to be
effective, a written, telegraphic or facsimile transmission of such notice of
withdrawal must be timely received by the Exchange Agent at its address set
forth above prior to the Expiration Date. Any such notice of withdrawal must
specify the name of the person who tendered the Old Notes to be withdrawn, the
aggregate principal amount of Old Notes to be withdrawn, and (if Certificates
for such Old Notes have been tendered) the name of the registered holder of the
Old Notes as set forth on the Certificate(s), if different from that of the
person who tendered such Old Notes. If Certificates for Old Notes have been
delivered or otherwise identified to the Exchange Agent, the notice of
withdrawal must specify the serial numbers on the particular Certificates for
the Old Notes to be withdrawn and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution, except in the case of Old Notes
tendered for the account of an Eligible Institution. If Old Notes have been
tendered pursuant to the procedures for book-entry transfer set forth under
"The Exchange Offer--Book-Entry Transfer" in the Prospectus, the notice of
withdrawal must specify the name and number of the account at DTC to be
credited with the withdrawal of Old Notes and must otherwise comply with the
procedures of DTC. Withdrawals of tenders of Old Notes may not be rescinded.
Old Notes properly withdrawn will not be deemed validly tendered for purposes
of the Exchange Offer, but may be retendered at any subsequent time prior to
the Expiration Date by following any of the procedures described in the
Prospectus under "The Exchange Offer--Procedures for Tendering."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, which determination shall be final and binding on all parties.
Neither the Company, any affiliates of the Company, the Exchange Agent or any
other person shall be under any duty to give any notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification. Any Old Notes which have been tendered but which
are withdrawn will be returned to the holder thereof promptly after withdrawal.
5. Signatures on Letter of Transmittal, Assignments and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the Certificate(s) or on a security position
listing, 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.
If any tendered Old Notes are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are names in
which Certificates are registered.
If this Letter of Transmittal 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
10
should so indicate when signing and must submit proper evidence satisfactory to
the Company, in its sole discretion, of such persons' authority to so act.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes listed and transmitted hereby, the
Certificate(s) must be endorsed or accompanied by appropriate bond power(s),
signed exactly as the name(s) of the registered owner appear(s) on the
Certificate(s), and also must be accompanied by such opinions of counsel,
certifications and other information as the Company or the Trustee for the Old
Notes may require in accordance with the restrictions on transfer applicable to
the Old Notes. Signature(s) on such Certificate(s) or bond power(s) must be
guaranteed by an Eligible Institution.
6. Special Registration and Delivery Instructions. If Exchange Notes or
Certificates for Old Notes not exchanged are to be issued in the name of a
person other than the signer of this Letter of Transmittal, or are to be sent
to someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. In the case of issuance in a different name,
the taxpayer 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 DTC as such holder may
designate. If no such instructions are given, Old Notes not exchanged will be
returned by mail or, if tendered by book-entry transfer, by crediting the
account indicated above maintained at DTC.
7. Irregularities. The Company will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Old Notes, which
determination shall be final and binding on all parties. The Company reserves
the absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by it not to be in proper form or the acceptance for
exchange of which may, in the view of counsel to the Company, be unlawful. The
Company also reserves the absolute right, subject to applicable law, to waive
any of the conditions of the Exchange Offer set forth in the Prospectus under
"The Exchange Offer--Conditions to the Exchange Offer" or any defect or
irregularity in any tender of Old Notes of any particular holder whether or not
similar defects or irregularities are waived in the case of other holders. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Old Notes will be deemed to have been validly
made until all defects or irregularities with respect to such tender have been
cured or waived. Neither the Company, any affiliates of the Company, the
Exchange Agent, or any other person shall be under any duty to give any
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification.
8. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth above. Additional copies of the Prospectus, the
Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained
from the Exchange Agent or from your broker, dealer, commercial bank, trust
company or other nominee.
9. Mutilated, Lost, Destroyed or Stolen Certificates. If any Certificate
representing Old Notes has been mutilated, lost, destroyed or stolen, the
holder should promptly notify the Exchange Agent. The holder will then be
instructed as to the steps that must be taken in order to replace the
Certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, destroyed or
stolen Certificates have been followed.
10. Security Transfer Taxes. Holders who tender their Old Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that if Exchange Notes are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the Old
Notes tendered, or if a transfer tax is imposed for any reason other than the
exchange of Old Notes in connection with the Exchange Offer, then the amount of
any such transfer tax (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such transfer tax or exemption therefrom is not submitted with the
Letter of Transmittal, the amount of such transfer tax will be billed directly
to such tendering holder.
11. Tax Identification Number and Backup Withholding. Federal income tax
law generally requires that a holder of Old Notes whose tendered Old Notes are
accepted for exchange or such holder' assignee (in either case, the "Payee"),
11
provide the exchange agent (the "Payor") with such Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is such Payee|s social security number. If the Payor is not
provided with the correct TIN or an adequate basis for an exemption, such Payee
may be subject to a $50 penalty imposed by the Internal Revenue Service and
backup withholding in an amount equal to 31% of the gross proceeds received
pursuant to the Exchange Offer. If withholding results in an overpayment of
taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's correct
TIN by completing the "Substitute Form W-9" set forth herein, certifying that
the TIN provided is correct (or that such Payee is awaiting a TIN) and that:
. the Payee is exempt from backup withholding;
. the Payee has not been notified by the Internal Revenue Service that such
Payee is subject to backup withholding as a result of a failure to report
all interest or dividends; or
. the Internal Revenue Service has notified the Payee that such Payee is no
longer subject to backup withholding.
If the Payee does not have a TIN, such Payee should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9,
and sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth herein. If the Payee does not provide
such Payee's TIN to the Payor within 60 days, backup withholding will begin and
continue until such Payee furnishes such Payee's TIN to the Payor. Note:
Writing "Applied For" on the form means that the Payee has already applied for
a TIN or that such Payee intends to apply for one in the near future.
If Old Notes are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
must enter its correct TIN in Part I of the Substitute Form W-9, write "Exempt"
in Part 2 of such form and sign and date the form. See the W-9 Guidelines for
additional instructions. In order for a nonresident alien or foreign entity to
qualify as exempt, such person must submit a completed Form W-8, "Certificate
of Foreign Status," signed under penalty of perjury attesting to such exempt
status. Such form may be obtained from the Payor.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH
CERTIFICATES REPRESENTING TENDERED OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND
ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO
THE EXPIRATION DATE.
12
PAYOR'S NAME: THE BANK OF NEW YORK
Part 1--PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY
SUBSTITUTE SIGNING AND DATING BELOW.
Form W-9
Department of the
Treasury
Internal Revenue Service
Payor's Request for Taxpayer
Identification Number ("TIN") ------------------------------------------------------------------------------------------------------
and Certification Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE
"EXEMPT" HERE (SEE INSTRUCTIONS)
------------------------------------------------------------------------------------------------------
Part 3 --CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT
(1) The number shown on this form is my correct TIN (or I am waiting for a number to be
issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report all interest or
dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO
ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
REQUIRED TO AVOID BACK-UP WITHHOLDING
SIGNATURE _____________________________________ DATE ________________________________________________
Part 1--PLEASE PROVIDE YOUR TIN IN TIN _______________________________________________
THE BOX AT RIGHT AND CERTIFY BY (Social Security Number or
SIGNING AND DATING BELOW. Employer Identification Number)
- ------------------------------------------------------------------------------------------------------------------------------------
Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE
"EXEMPT" HERE (SEE INSTRUCTIONS)
- ------------------------------------------------------------------------------------------------------------------------------------
Part 3 --CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT
(1) The number shown on this form is my correct TIN (or I am waiting for a number to be
issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report all interest or
dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO
ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
REQUIRED TO AVOID BACK-UP WITHHOLDING
SIGNATURE ________________________________________________________________________________ DATE ___________________________________
You must cross out item (2) of Part 3 above if you have been notified by the
IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART 1 OF THE 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 that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administrative Office (or I intend to mail
or deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the Payor within 60 days, the
Payor is required to withhold 31 percent of all cash payments made to me
thereafter until I provide a number.
Signature _____________________________ Date ____________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
13