EXHIBIT 99.1
LETTER OF TRANSMITTAL
SILGAN HOLDINGS INC.
OFFER TO EXCHANGE
$200,000,000 AGGREGATE PRINCIPAL AMOUNT OF
9% SENIOR SUBORDINATED DEBENTURES DUE 2009 WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ALL OUTSTANDING
$200,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9% SENIOR SUBORDINATED
DEBENTURES DUE 2009 WHICH HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER __,
2002 UNLESS EXTENDED (THE "EXPIRATION DATE").
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Deliver to:
National City Bank, N.A., Exchange Agent
By Registered Mail, Certified Mail, By Facsimile:
Overnight Courier or Hand Delivery: (216) 222-9326
National City Bank, N.A. Confirm by Telephone:
629 Euclid Avenue, Suite 635 (216) 222-9352
Cleveland, OH 44114
Attn: Corporate Trust Administration
Delivery of this instrument to an address other than as set forth above
or transmission of instructions via a facsimile number other than the one listed
above will not constitute a valid delivery. The instructions accompanying this
Letter of Transmittal should be read carefully before this Letter of Transmittal
is completed.
The undersigned acknowledges that the undersigned has received and
reviewed the Prospectus dated September __, 2002 (as amended or supplemented
from time to time, the "Prospectus") of Silgan Holdings Inc. (the "Issuer") and
this Letter of Transmittal (as amended or supplemented from time to time, the
"Letter of Transmittal"), which together constitute the Issuer's offer (the
"Exchange Offer") to exchange $200,000,000 aggregate principal amount of its
newly issued 9% Senior Subordinated Debentures due 2009 (the "New Debentures")
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
is a part, for all outstanding $200,000,000 aggregate principal amount of its 9%
Senior Subordinated Debentures due 2009 which have not been registered under the
Securities Act (the "Old Debentures"). The terms of the New Debentures are
substantially identical to the terms of the Old Debentures except for transfer
restrictions and registration rights relating to the Old Debentures. Other
capitalized terms used but not defined herein have the meaning given to them in
the Prospectus.
This Letter of Transmittal is to be completed by a holder of Old
Debentures if (i) certificates for Old Debentures are to be forwarded herewith
or (ii) tenders of Old Debentures are to be made by book-entry transfer into the
Exchange Agent's account at DTC pursuant to the procedures set forth in "The
Exchange Offer - Procedures for Tendering" section of the Prospectus.
Certificates, or confirmation of a book-entry transfer of such Old Debentures
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, a substitute Form W-9, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth above on or prior to the Expiration Date.
Alternatively, tenders by book-entry transfer may also be made in
accordance with the procedures mandated by DTC's Automated Tender Offer Program
("ATOP") and by delivering an Agent's Message (as defined below) in lieu of this
Letter of Transmittal. The term "Agent's Message" means a message, transmitted
by DTC to and received by the Exchange Agent and forming a part of a
confirmation of a book-entry transfer, which states that DTC has received an
express acknowledgement from the tendering participant, which acknowledgement
states that such participant has received and agrees to be bound by this Letter
of Transmittal and that the Issuer may enforce this Letter of Transmittal
against such participant.
Holders of Old Debentures whose certificates are not immediately
available, or who are unable to deliver their certificates or a confirmation of
a book-entry transfer and all other documents required by this Letter of
Transmittal to the Exchange Agent on or prior to the Expiration Date, must
tender their Old Debentures according to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. See Instruction 1 hereto. Delivery of documents to the DTC does not
constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person
in whose name Old Debentures are registered on the books of the Issuer or any
other person who has obtained a properly completed assignment from a registered
holder. If you are a beneficial owner whose Old Debentures are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee and
you wish to tender your Old Debentures, you should contact the Holder promptly
and instruct them to tender such Old Debentures on your behalf. If you wish to
tender your Old Debentures on your own behalf, you must, prior to completing and
executing this Letter of Transmittal and delivering your Old Debentures, either
make appropriate arrangements to register ownership of the Old Debentures in
your name or obtain a properly completed assignment from the Holder. The
transfer of registered ownership of Old Debentures may take considerable time.
Holders who wish to tender their Old Debentures and are not eligible to tender
their Old Debentures via book-entry transfer and an Agent's Message must
complete in its entirety and execute and deliver this Letter of Transmittal.
The undersigned hereby tenders the Old Debentures described in the box
entitled "Description of Old Debentures" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal. The
undersigned is the Holder of all the Old Debentures and the undersigned
represents that it has received from each beneficial owner of Old Debentures a
duly completed and executed form of "Instruction to Registered Holder from
Beneficial Owner" accompanying this Letter of Transmittal, instructing the
undersigned to take the action described
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in this Letter of Transmittal.
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DESCRIPTION OF THE OLD DEBENTURES
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NAMES AND ADDRESS(ES) OF REGISTERED HOLDERS CERTIFICATE AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)/1/ AMOUNT OF DEBENTURES OF DEBENTURES
REPRESENTED BY CERTIFICATE(S)/2/ TENDERED/3/
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TOTAL
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/1./ Need not be completed if Old Debentures are being tendered by book-entry
Holders.
/2./ Unless indicated in the column labeled "Principal Amount of Debentures
Tendered," any tendering Holder of Old Debentures will be deemed to have
tendered the entire principal amount represented by the column labeled
"Aggregate Principal Amount of Debentures Represented by Certificate(s)."
/3./ The minimum permitted tender is $1,000 in principal amount of Old
Debentures. All other tenders must be in integral multiples of $1,000.
If the space provided above is inadequate, list the certificate numbers, the
aggregate principal amount of Old Debentures represented by each such
certificate and the principal amount of Old Debentures tendered with respect to
each such certificate on a separate signed schedule and affix the list to this
Letter of Transmittal.
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{__} CHECK HERE IF TENDERED OLD DEBENTURES ARE ENCLOSED HEREWITH.
{__} CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER
DEFINED) ONLY):
Name of Tendering Institution:_________________________________________________
Account Number:________________________________________________________________
Transaction Code Number:_______________________________________________________
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{__} CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) of Old Debentures:______________________________
________________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________________
Window Ticket Number (if available):____________________________________________
Name of Eligible Institution which Guaranteed Delivery:_________________________
________________________________________________________________________________
Account Number (if delivered by book-entry transfer):___________________________
{__}CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: __________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5 and 6) (See Instructions 5 and 6)
To be completed ONLY (i) if certificates for To be completed ONLY if
Old Debentures not tendered, or New certificates for Old Debentures
Debentures issued in exchange for Old not tendered, or New Debentures
Debentures accepted for exchange, are to be issued in exchange for Old
issued in the name of someone other than the Debentures accepted for exchange,
undersigned, or (ii) if Old Debentures are to be sent to someone other
tendered by book-entry transfer which are not than the undersigned, or to the
exchanged are to be returned by credit to an undersigned at an address other
account maintained at DTC. than that shown above.
Issue certificate(s) to: Mail to:
Name:______________________________________ Name:_____________________________
(Please Print) (Please Print)
Address:___________________________________ Address:__________________________
___________________________________________ __________________________________
___________________________________________ __________________________________
(Include Zip Code) (Include Zip Code)
___________________________________________ __________________________________
(Tax Identification or Social (Tax Identification or Social
Security No.) Security No.)
Credit Old Debentures not exchanged and delivered by book-entry transfer to the
DTC account set forth below:
______________________________________
DTC Account Number
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Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the principal amount of Old Debentures
indicated above. Subject to and effective upon the acceptance for exchange of
this principal amount of Old Debentures tendered in accordance with this Letter
of Transmittal, the undersigned sells, assigns and transfers to, or upon the
order of, the Issuer all right, title and interest in and to the Old Debentures
tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Issuer) with respect to the
tendered Old Debentures with full power of substitution to (i) deliver
certificates for such Old Debentures, or transfer ownership of such Old
Debentures on the account books maintained by DTC, to the Issuer and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Issuer, (ii) present certificates for such Old Debentures for transfer or
evidence of book-entry transfer of such Old Debentures and to transfer the Old
Debentures on the books of the Issuer, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Debentures,
all in accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the Old
Debentures tendered hereby and that, when the same are accepted for exchange,
the Issuer will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claims or proxies. The undersigned hereby further represents that (i) any New
Debentures acquired in exchange for Old Debentures tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
New Debentures, whether or not the undersigned, (ii) neither the undersigned nor
any such other person is engaging in or intends to engage in a distribution of
the New Debentures, (iii) neither the Holder nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such New Debentures and (iv) neither the Holder nor any such other person is
an "affiliate," as defined in Rule 405 under the Securities Act, of the Issuer,
or a broker-dealer who receives such New Debentures directly from the Issuer to
resell pursuant to Rule 144A or any other available exemption under the
Securities Act.
The undersigned also acknowledges that this Exchange Offer is being
made in reliance upon interpretations by the staff of the Securities and
Exchange Commission (the "SEC") contained in letters issued to third parties
including Exxon Capital Holdings Corporation, SEC No-Action Letter (available
May 123, 1988), Morgan Stanley & Co. Incorporated, SEC No-Action Letter
(available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter
(available July 2, 1993), that the New Debentures issued in exchange for the Old
Debentures 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 Issuer within the meaning of Rule 405 under the Securities
Act, or a broker-dealer who receives such New Debentures directly from the
Issuer to resell pursuant to Rule 144A or any other available exemption under
the Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such New Debentures are
acquired in the ordinary course of such holders' business and such holders are
not engaging in and do not intend to engage in a distribution of the New
Debentures and have no arrangement or understanding with any person to
participate in
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a distribution of such New Debentures. If a holder of Original Debentures is
engaged in or intends to engage in a distribution of the Exchange Debentures or
has any arrangement or understanding with respect to the distribution of the
Exchange Debentures to be acquired pursuant to the Exchange Offer, such holder
(1) may not rely on the applicable interpretations of the staff of the SEC, (2)
will not be entitled to tender its Original Debentures in the Exchange Offer and
(3) must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any secondary resale transaction. If the
undersigned is a broker-dealer that will receive New Debentures for its own
account in exchange for Old Debentures 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 resale of such New Debentures; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuer to be necessary or
desirable to complete the assignment, transfer and exchange of the Old
Debentures tendered hereby.
For purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted validly tendered Old Debentures when, as and if the Issuer has given
oral or written notice thereof to the Exchange Agent.
If any tendered Old Debentures are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted Old
Debentures will be returned (or, in the case of Old Debentures tendered by
book-entry transfer, such Old Debentures will be credited to an account
maintained at DTC), without expense to the tendering Holder as promptly as
practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Old Debentures pursuant to
any of the procedures described under the caption "The Exchange
Offer--Procedures for Tendering Old Debentures" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Issuer upon the terms and subject to the conditions of the Exchange
Offer.
Unless otherwise indicated under "Special Issuance Instructions,"
please issue the certificates representing the New Debentures issued in exchange
for the Old Debentures accepted for exchange and return any Old Debentures not
tendered or not exchanged in the name(s) of the undersigned or, in the case of a
book-entry transfer of Old Debentures, please credit such New Debentures and any
Old Debentures not tendered or exchanged to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the New Debentures
issued in exchange for the Old Debentures accepted for exchange and any
certificates for Old Debentures not tendered or not exchanged (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the New Debentures issued in exchange for the Old
Debentures accepted for exchange in the name(s)
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of, and return any Old Debentures not tendered or not exchanged and send said
certificates to, the person(s) so indicated or, in the case of a book-entry
transfer of Old Debentures, please credit such New Debentures and any Old
Debentures not tendered or not exchanged to the account indicated above
maintained at DTC. The undersigned recognizes that the Issuer has no obligation
pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Old Debentures from the name of the registered
holder(s) thereof if the Issuer does not accept for exchange any of the Old
Debentures so tendered.
Holders of Old Debentures who wish to tender their Old Debentures and
(i) whose Old Debentures are not immediately available, or (ii) who cannot
deliver their Old Debentures, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent prior to the Expiration Date (or who
cannot comply with the book-entry transfer procedures on a timely basis), may
tender their Old Debentures according to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures." See Instruction 1 regarding the completion of this Letter
of Transmittal, printed below.
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PLEASE SIGN HERE WHETHER OR NOT
OLD DEBENTURES ARE BEING PHYSICALLY TENDERED HEREBY
________________________________________________ ____________________________
(Date)
________________________________________________ ____________________________
Signature(s) of Registered Holder(s) (Date)
or Authorized Signatory
The above lines must be signed by the registered holder(s) of Old
Debentures as their name(s) appear(s) on the certificate for the Old Debentures
or by person(s) authorized to become registered holder(s) by a properly
completed assignment from the registered holder(s), a copy of which must be
transmitted with this Letter of Transmittal. If Old Debentures to which this
Letter of Transmittal relates are held of record by two or more joint holders,
then all such holders must sign this Letter of Transmittal. If signature is by
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must set forth his or her full title below and, unless waived
by the Issuer, submit evidence satisfactory to the Issuer of such person's
authority so to act. See Instruction 4 regarding the completion of this Letter
of Transmittal, printed below.
Name(s): ______________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity: ______________________________________________________________________
Address: ______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: _______________________________
Tax Identification or Social Security Number(s): ______________________________
Signature(s) Guaranteed by an Eligible Institution (as hereinafter defined): (If
required by Instruction 4)
________________________________________________________________________________
(Authorized Signature)
________________________________________________________________________________
(Name) (Title)
________________________________________________________________________________
(Name of Firm)
Address: ______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ______________________________________
Dated _______________, 2002
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD DEBENTURES.
This Letter of Transmittal is to be completed if (i) certificates for
Old Debentures are to be forwarded herewith or (ii) tenders of Old Debentures
are to be made by book-entry transfer into the Exchange Agent's account at DTC
pursuant to the procedures set forth in "The Exchange Offer - Procedures for
Tendering" section of the Prospectus. Certificates, or confirmation of a
book-entry transfer of such Old Debentures 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, a
substitute Form W-9 (or facsimile thereof) and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth above on or prior to the Expiration Date; provided, however,
that book-entry transfers of Old Debentures may be effected in accordance with
the procedures mandated by DTC's ATOP. If delivery of Old Debentures is effected
through ATOP, an Agent's Message in lieu of this Letter of Transmittal, and any
other required documents, must in any case be delivered to and received by the
Exchange Agent at its address set forth above on or prior to the Expiration
Date.
The method of delivery of the tendered Old Debentures, this Letter of
Transmittal and all other required documents to the Exchange Agent are at the
election and risk of the Holder and, except as otherwise provided below, the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. Instead of delivery by mail, it is recommended that the Holder
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed to assure delivery to the Exchange Agent before the Expiration Date.
No Letter of Transmittal or Old Debentures should be sent to the Issuer.
Holders whose Old Debentures are not immediately available or who
cannot deliver their Old Debentures, this Letter of Transmittal or any other
documents required hereby to the Exchange Agent prior to the Expiration Date,
who are unable to complete the procedure for book-entry transfer on a timely
basis, must tender their Old Debentures according to the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such procedure: (i) such
tender must be made by or through a commercial bank or trust company located or
having an office or correspondent in the United States, or by a member form of a
national securities exchange or of the National Association of Securities
Dealers, Inc. or a participant in a recognized signature guarantee medallion
program (such as a participant in the Securities Transfer Association Medallion
Program (STAMP) or the Stock Exchange Medallion Program (SEMP)) (an "Eligible
Institution"); (ii) prior to the Expiration Date, the Exchange Agent must have
received from the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery in the form provided by this Letter of Transmittal
(by facsimile transmission, mail or hand delivery) setting forth the name and
address of the Holder of the Old Debentures, the certificate number or numbers
of such Old Debentures (unless such Old Debentures are to be tendered via a
confirmation of book-entry transfer) and the principal amount of Old Debentures
tendered, stating that the tender is being made thereby and guaranteeing that,
within five New York Stock Exchange trading days after the Expiration Date, (A)
either (1) this Letter of Transmittal (or facsimile hereof) together with the
certificate(s) representing the Old Debentures or (2) a confirmation of
book-entry transfer, and (B) any other required documents will be deposited by
the Eligible Institution with
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the Exchange Agent or otherwise received by the Exchange Agent; and (iii) either
(A) such properly completed and executed Letter of Transmittal (or facsimile
hereof) together with the certificate(s) representing all tendered Old
Debentures, or (B) a confirmation of book-entry transfer, and all other
documents required by this Letter of Transmittal, all in proper form for
transfer, must be received by the Exchange Agent within five New York Stock
Exchange trading days after the Expiration Date, all as provided in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." Any Holder of Old Debentures who wishes to tender his Old
Debentures pursuant to the guaranteed delivery procedures described above must
ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior
to 5:00 p.m., New York City time, on the Expiration Date. Upon request of the
Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish
to tender their Old Debentures according to the guaranteed delivery procedures
set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Debentures and withdrawal of tendered Old
Debentures will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the absolute right
to reject any and all Old Debentures not properly tendered or any Old Debentures
the Issuer's acceptance of which would, in the opinion of counsel for the
Issuer, be unlawful. The Issuer also reserves the right to waive any
irregularities or conditions of tender as to particular Old Debentures and as to
any ineligibility of any Holder who seeks to tender Old Debentures in the
Exchange Offer, whether or not similar conditions or irregularities are waived
in the case of other Holders. Any such waiver shall not constitute a general
waiver of the conditions of the Exchange Offer by the Issuer. The Issuer's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Debentures must be cured within such time as the Issuer shall determine.
Neither the Issuer, the Exchange Agent nor any other person shall be under any
duty to give notification of defects or irregularities with respect to tenders
of Old Debentures, nor shall any of them incur any liability for failure to give
such notification. Tenders of Old Debentures will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any Old
Debentures received by the Exchange Agent that are not properly tendered and as
to which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holders of Old Debentures,
unless otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
2. TENDER BY HOLDER. Only a Holder of Old Debentures may tender such
Old Debentures in the Exchange Offer. Any beneficial holder of Old Debentures
who is not the registered holder and who wishes to tender should arrange with
the registered holder to execute and deliver this Letter of Transmittal on his
behalf or must, prior to completing and executing this Letter of Transmittal and
delivering his Old Debentures, either make appropriate arrangements to register
ownership of the Old Debentures in such holder's name or obtain a properly
completed assignment from the registered holder.
3. PARTIAL TENDERS. Tenders of Old Debentures will be accepted only in
integral multiples of $1,000 principal amount. If less than the entire principal
amount of any Old Debenture certificate is tendered, the tendering Holder should
fill in the principal amount tendered in the fourth column of the box entitled
"Description of the Old Debentures" above. The entire principal amount of Old
Debentures set forth on the certificate delivered to the Exchange Agent
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will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Old Debentures is not tendered, then an Old Debenture
certificate for the principal amount of Old Debentures not tendered and a
certificate or certificates representing New Debentures issued in exchange for
any Old Debentures accepted will be sent to the Holder at his or her registered
address, unless a different address is provided in the appropriate box on this
Letter of Transmittal, or, in the case of a book-entry transfer, such Old
Debentures certificate and the certificate or certificates representing New
Debentures will be credited to an account maintained as DTC, promptly after the
Old Debenture is accepted for exchange.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; ENDORSEMENTS; GUARANTEE OF
SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder(s) of the Old Debentures tendered hereby, the signature must
correspond with the name(s) as written on the face of the Old Debenture without
alteration, enlargement or any change whatsoever.
If any tendered Old Debentures are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Old Debentures are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are names in which tendered Old Debentures are
registered.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Old Debentures tendered and the certificate or
certificates for New Debentures issued in exchange therefor are to be issued (or
any untendered principal amount of Old Debentures are to be reissued) to the
registered holder, then the registered holder need not and should not endorse
any tendered Old Debentures. In any other case, such holder must either properly
endorse the Old Debentures tendered or transmit a properly completed assignment
with this Letter of Transmittal, with the signatures on the endorsement or
assignment guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Old Debentures or assignments 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 submit with this
Letter of Transmittal evidence satisfactory to the Issuer of their authority to
so act.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box or boxes, the name and address on account at DTC
to which New Debentures or substitute Old Debentures for any principal amount of
Old Debentures not tendered or not accepted for exchange are to be issued, sent
or deposited, if different from the name and address on account at DTC of the
person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated. If no such instructions are given, any New
Debentures will be issued in the name of, and delivered to, the name and address
(or account at DTC, in the case of any tender by book-entry transfer) of the
person signing this Letter of Transmittal, and any Old Debentures not accepted
for exchange will be returned to the name and address (or account at DTC, in the
case of any tender by book-entry transfer) of the person signing this Letter of
Transmittal.
6. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Old Debentures pursuant to the Exchange Offer. If,
however, certificates representing New Debentures or Old Debentures not tendered
or accepted for exchange are to be
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delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Old Debentures tendered hereby, or if tendered
Old Debentures are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the exchange of Old Debentures pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
holder or on any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Debentures listed in this Letter of
Transmittal.
7. FORM W-9. Any Holder who tenders his Old Debentures is required to
provide the Exchange Agent with a correct Taxpayer Identification Number ("TIN")
on the Form W-9 which is enclosed herewith. If such Holder is an individual, the
TIN is his social security number. Failure to provide the information on the
Form W-9 may subject the surrendering Holder to 30 percent federal income tax
withholding on any payment made to holders of the New Debentures during 2002
(29% after December 31, 2003) and a $50 penalty imposed by the Internal Revenue
Service. Exempt Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order to satisfy the Exchange Agent that a foreign individual
qualifies as an exempt recipient, the Holder must submit the appropriate Form
W-8, signed under penalties of perjury, attesting to that individual's exempt
status. The appropriate Form W-8 can be obtained from the Exchange Agent.
8. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any Old Debenture tendered.
9. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders of Old Debentures or transmittals of this Letter of
Transmittal will be accepted. All tendering holders of Old Debentures, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Old Debentures for exchange.
Nether the Issuer, the Exchange Agent nor any other person is obligated
to give notice of defects or irregularities in any tender, nor shall any of them
incur any liability for failure to give any such notice.
10. INADEQUATE SPACE. If the space provided herein is inadequate, the
aggregate principal amount of Old Debentures being tendered and the certificate
number or numbers (if applicable) should be listed on a separate schedule
attached hereto and separately signed by all parties required to sign this
Letter of Transmittal.
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD CERTIFICATES. Any
tendering Holder whose certificate(s) representing Old Debentures have been
mutilated, lost, stolen or destroyed should contact the Exchange Agent at the
address indicated herein for further instructions.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus or
this Letter of
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Transmittal may be directed to the Exchange Agent at the address specified in
the Prospectus. Holders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Exchange Offer.
13. ACCEPTANCE OF TENDERED OLD DEBENTURES AND ISSUANCE OF NEW
DEBENTURES; RETURN OF OLD DEBENTURES. Subject to the terms and conditions of the
Exchange Offer, the Issuer will accept for exchange all validly tendered Old
Debentures as soon as practicable after the Expiration Date and will issue New
Debentures therefor as soon as practicable thereafter. For purposes of the
Exchange Offer, the Issuer shall be deemed to have accepted tendered Old
Debentures when, as and if the Issuer has given written and oral notice thereof
to the Exchange Agent. If any tendered Old Debentures are not exchanged pursuant
to the Exchange Offer for any reason, such unexchanged Old Debentures will be
returned, without expense, to the name and address shown above or, if Old
Debentures have been tendered by book-entry transfer, to the account at DTC
shown above, or at a different address or account at DTC as may be indicated
under "Special Delivery Instructions".
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CERTIFICATION OF PAYEE 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 Administration 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 Issuer, the currently applicable
backup withholding statutory percentage of all payments made to me on account of
the New Debentures shall be retained until I provide a Taxpayer Identification
Number to the Issuer and that, if I do not provide my Taxpayer Identification
Number within 60 days, such retained amounts shall be remitted to the Internal
Revenue Service as a backup withholding and the currently applicable backup
withholding statutory percentage of all reportable payments made to me
thereafter will be withheld and remitted to the Internal Revenue Service until I
provide a Taxpayer Identification Number.
________________________________________________________________________________
(Signature) (Date)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF THE CURRENTLY APPLICABLE BACKUP WITHHOLDING STATUTORY PERCENTAGE
OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW DEBENTURES. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON FORM
W-9 FOR ADDITIONAL DETAILS.
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(DO NOT WRITE IN SPACE BELOW)
================================================================================
CERTIFICATE OLD DEBENTURES OLD DEBENTURES
SURRENDERED TENDERED ACCEPTED
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Delivery Prepared by:______________________
Checked by: _______________________________
Date:______________________________________
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NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
9% SENIOR SUBORDINATED DEBENTURES DUE 2009
OF
SILGAN HOLDINGS INC.
This form or one substantially equivalent hereto must be used to accept
the Exchange Offer of Silgan Holdings Inc. (the "Issuer") made pursuant to the
Prospectus, dated September __, 2002 (the "Prospectus"), and the Letter of
Transmittal (the "Letter of Transmittal") if certificates for Old Debentures of
the Issuer are not immediately available or if the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Exchange Agent prior to 5:00 p.m., New York City
time, on the Expiration Date of the Exchange Offer. Such form may be delivered
or transmitted by facsimile transmission, mail, overnight courier or hand
delivery to National City Bank, N.A. (the "Exchange Agent") as set forth below.
In addition, in order to utilize the guaranteed delivery procedure to tender Old
Debentures pursuant to the Exchange Offer, either (i) a completed, signed and
dated Letter of Transmittal (or facsimile thereof) together with the
certificates representing all tendered Old Debentures, or (ii) confirmation of a
book-entry transfer, and all other documents required by the Letter of
Transmittal, must be received by the Exchange Agent prior to 5:00 p.m., New York
City time, on the fifth New York Stock Exchange trading day after the Expiration
Date. Capitalized terms not defined herein are defined in the Prospectus.
Deliver to:
National City Bank, N.A., Exchange Agent
By Registered Mail, Certified Mail, By Facsimile:
Overnight Courier or Hand Delivery: (216) 222-9326
National City Bank, N.A. Confirm by Telephone:
628 Euclid Avenue, Suite 635 (216) 222-9352
Cleveland, OH 44114
Attn: Corporate Trust Administration
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuer
the principal amount of Old Debentures set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. By so tendering, the undersigned
hereby does make, at and as of the date hereof, the representations and
warranties of a tendering holder of Old Debentures set forth in the Letter of
Transmittal.
Principal Amount of Old Debentures If Old Debentures will be delivered by
Tendered: book-entry transfer to Depository
Trust Company, provide account number:
__________________________________ Account Number _______________________
Certificate Nos. (if available):
__________________________________
Total Principal Amount Represented
by Old Debenture Certificate(s):
__________________________________
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- --------------------------------------------------------------------------------
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE
THE DEATH, INCAPACITY OR DISSOLUTION OF THE UNDERSIGNED AND EVERY OBLIGATION OF
THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
____________________________________________________ __________________________
(Date)
____________________________________________________ __________________________
Signature(s) of Registered Holder(s) (Date)
or Authorized Signatory
Area Code and Telephone Number: _____________________________
Must be signed by the holder(s) of Old Debentures as their name(s)
appear(s) on certificates for Old Debentures or by person(s) authorized to
become registered holder(s) by endorsement and documents transmitted with this
Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must set forth his or her full
title below:
Please print name(s) and address(es)
Name(s): ______________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity: _____________________________________________________________________
Address: _____________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
* THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.
-3-
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member of a registered national securities exchange,
or a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an officer or correspondent in the
United States, hereby guarantees that the certificates representing the
aggregate principal amount of Old Debentures tendered hereby in proper form for
transfer, or timely confirmation of the book-entry transfer of such Old
Debentures into the Exchange Agent's account at Depository Trust Company
pursuant to the procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus, together with a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile thereof)
(except with respect to a Holder who tenders via ATOP and an Agent's Message)
with any required signature guarantee and any other documents required by the
Letter of Transmittal, will be received by the Exchange Agent at the address set
forth above, no later than five New York Stock Exchange trading days after the
date of execution hereof.
________________________________________ _______________________________________
Name of Firm Authorized Signature
________________________________________ _______________________________________
Address Title
________________________________________ Name:__________________________________
(Zip Code) (Please Type or Print)
Area Code and Telephone No._________________ Dated:____________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD DEBENTURES WITH THIS FORM. CERTIFICATES
FOR OLD DEBENTURES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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