Exhibit 99.2
LETTER OF TRANSMITTAL
OF
REMINGTON ARMS COMPANY, INC.
OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 10 1/2% SENIOR NOTES DUE 2011 ISSUED
ON JANUARY 24, 2003 FOR AN EQUAL PRINCIPAL AMOUNT OF ITS
10 1/2% SENIOR NOTES DUE 2011 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS
DATED [ ], 2003
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[ ], 2003 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION
DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE. IF THE EXPIRATION DATE HAS BEEN EXTENDED, TENDERS
PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE
MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION
DATE.
The Exchange Agent for the Exchange Offer is:
U.S. Bank National Association
By Mail, Hand Delivery or For Information, Call:
Overnight Courier: (800) 934-6802
U.S. Bank National
Association By Facsimile Transmission:
Corporate Trust Office (Eligible Institutions
180 East 5th Street only. See Instruction 4.)
St. Paul, Minnesota 55101 (651) 244-1537
Attention: Rick Prokosch
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To Confirm Facsimile
Transmissions:
(Eligible Institutions
only. See Instruction 4.)
(800) 934-6802
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH 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. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE
PROVIDED THEREFOR, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW. SEE INSTRUCTION 8.
DESCRIPTION OF OLD NOTES (See Instructions 2 and 3.)
Name(s) and address(es) of
Registered Owner(s)
(Please fill in, if blank,
exactly as name(s) appear(s) Notes Tendered
on Old Note(s)) (Attach additional list if necessary)
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Principal
Certificate Aggregate Principal Amount
Number(s)(*) Amount of Old Notes(*) Tendered(**)
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Total:
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(*) Need not be completed if Old Notes are being transferred by book-entry
transfer.
(**) Unless otherwise indicated, it will be assumed that ALL Old Notes
described above are being tendered. See Instruction 3.
- - -
The undersigned acknowledges that he, she or it has received and reviewed
this Letter of Transmittal (the "Letter") and the Prospectus, dated [ ],
2003 (the "Prospectus"), of Remington Arms Company, Inc. (the "Company"),
relating to its offer to exchange up to $200,000,000 aggregate principal amount
of its 10 1/2% Senior Notes due 2011 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of its issued and outstanding 10 1/2% Senior Notes
due 2011 (the "Old Notes") from the registered holders thereof (each, a
"Holder" and together, the "Holders"). The Prospectus and this Letter together
constitute the Company's offer to exchange (the "Exchange Offer") its Old Notes
for a like principal amount of its New Notes from the Holders.
For each Old Note accepted for exchange, the Holder of such Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. The New Notes will accrue interest from the last interest payment
date on which interest was paid on the Old Notes. Accordingly, registered
Holders of New Notes on the relevant record date for the first interest payment
date following the consummation of the Exchange Offer will receive interest
accruing from the last interest payment date on which interest was paid. Old
Notes accepted for exchange will cease to accrue interest from and after the
date of consummation of the Exchange Offer. Holders of Old Notes whose Old
Notes are accepted for exchange will not receive any payment in respect of
accrued interest on such Old Notes otherwise payable on any interest payment
date the record date for which occurs on or after consummation of the Exchange
Offer.
This Letter is to be completed by a Holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Old Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company ("DTC") (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus. Holders of Old
Notes whose certificates are not immediately available or who are unable to
deliver their certificates or confirmation of the book-entry tender of their
Old Notes into the Exchange Agent's account at the Book-Entry Transfer Facility
(a "Book-Entry Confirmation") and all other documents required by this Letter
to the Exchange Agent on or prior to the Expiration Date, must tender their Old
Notes according to the guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
2
MUTILATED, LOST, STOLEN OR DESTROYED NOTES
[_] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING NOTES THAT YOU OWN HAVE
BEEN MUTILATED, LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 9.
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BOOK-ENTRY TRANSFER
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution____________________________________________
Account Number___________________________________________________________
Transaction Code Number__________________________________________________
GUARANTEED DELIVERY
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING. (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED
DELIVERY):
Name(s) of Registered Holder(s)__________________________________________
Window Ticket Number (if any)____________________________________________
Date of Execution of Notice of Guaranteed Delivery_______________________
Name of Institution that Guaranteed Delivery_____________________________
If delivered by book-entry transfer:
Account Number at Book-Entry Transfer Facility___________________________
Transaction Code Number__________________________________________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF
THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE PROSPECTUS, TO
RECEIVE, AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN 90 DAYS AFTER THE
EXPIRATION DATE.
Name_____________________________________________________________________
Address__________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that it
is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges and
represents that it will deliver a prospectus meeting the requirements of the
Securities Act, in connection with any resale of such New Notes; however, by
so acknowledging and representing and by delivering such 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 that will
receive New Notes, it represents that the Old Notes to be exchanged for the
New Notes were acquired as a result of market-making activities or other
trading activities. In addition, such broker-dealer represents that it is not
acting on behalf of any person who could not truthfully make the foregoing
representations.
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes described above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title
and interest in and to such Old Notes as are being tendered hereby and any and
all Notes or other securities issued, paid or distributed or issuable, payable
or distributable in respect of such Notes on or after [ ], 2003.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent, attorney-in-fact and proxy
with respect to Old Notes tendered hereby, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), among other things, to cause the Old Notes to be assigned,
transferred and exchanged.
The undersigned hereby represents and warrants (a) that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes,
(b) that when such Old Notes are accepted for exchange, the Company will
acquire good and unencumbered title to such notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim and
such Old Notes will not have been transferred to the Company in violation of
any contractual or other restriction on the transfer thereof, (c) that any New
Notes acquired in exchange for Old Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such New
Notes, whether or not such person is the undersigned, (d) that neither the
Holder of such Old Notes nor any such other person is participating in, intends
to participate in, or has an arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
Old Notes or New Notes, (e) that neither the Holder of such Old Notes nor any
such other person is an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company and (f) that neither the Holder of such Old
Notes nor such other person is acting on behalf of any person who could not
truthfully make the foregoing representations and warranties.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes may be offered for resale, resold and otherwise transferred
by Holders thereof (other than any such Holder that is a broker-dealer or an
"affiliate" of the Company within the meaning of Rule 405 of the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are acquired in
the ordinary course of such Holder's business, at the time of commencement of
the Exchange Offer such Holder has no arrangement or understanding with any
person to participate in a distribution of such New Notes, and such Holder is
not engaged in, and does not intend to engage in, a distribution of such New
Notes. However, the SEC has not considered the Exchange Offer in the context of
a no-action letter and there can be no assurance that the staff of the SEC
would make a similar determination with respect to the Exchange Offer as in
other circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in a
distribution of New Notes and has no arrangement or understanding to
participate in a distribution of New Notes. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be exchanged for the New Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
The SEC has taken the position that such broker-dealers may fulfill their
prospectus delivery requirements with respect to the New Notes (other than a
resale of New Notes received in exchange for an unsold allotment from the
original sale of the Old Notes) with the Prospectus. The Prospectus, as it may
be amended or supplemented from time to time, may be used by certain
broker-dealers (as specified in the Registration Rights Agreement referenced in
the Prospectus) ("Participating Broker-Dealers") for a period of time, starting
on the Expiration Date and ending on the close of business 90 days after the
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Expiration Date in connection with the sale or transfer of such New Notes. The
Company has agreed that, for such period of time, it will make the Prospectus
(as it may be amended or supplemented) available to such a broker-dealer which
elects to exchange Old Notes, acquired for its own account as a result of
market making or other trading activities, for New Notes pursuant to the
Exchange Offer for use in connection with any resale of such New Notes. By
accepting the Exchange Offer, each broker-dealer that receives New Notes
pursuant to the Exchange Offer acknowledges and agrees to notify the Company
prior to using the Prospectus in connection with the sale or transfer of
New Notes and agrees that, upon receipt of notice from the Company of the
happening of any event which makes any statement in the Prospectus untrue in
any material respect or which requires the making of any changes in the
Prospectus in order to make the statements therein (in light of the
circumstances under which they were made) not misleading, such broker-dealer
will suspend use of the Prospectus until (i) the Company has amended or
supplemented the Prospectus to correct such misstatement or omission and (ii)
either the Company has furnished copies of the amended or supplemented
Prospectus to such broker-dealer or, if the Company has not otherwise agreed to
furnish such copies and declines to do so after such broker-dealer so requests,
such broker-dealer has obtained a copy of such amended or supplemented
Prospectus as filed with the SEC. Except as described above, the Prospectus may
not be used for or in connection with an offer to resell, a resale or any other
retransfer of New Notes. A broker dealer that would receive New Notes for its
own account for its Old Notes, where such Old Notes were not acquired as a
result of market-making activities or other trading activities, will not be
able to participate in the Exchange Offer.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby.
All authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned.
Tenders of Old Notes made pursuant to the Exchange Offer are irrevocable,
except that Old Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time prior to the Expiration Date (or such later date as may apply if
the Exchange Offer is extended). See information described in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus.
The undersigned understands that tender of Old Notes pursuant to any of the
procedures described in the "Procedures for Tendering" section of the
Prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions set forth in the Prospectus, including the undersigned's
representation that the undersigned owns the Old Notes being tendered. 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
Notes tendered hereby.
5
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes
not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Old Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
____________________________________________________________ , 2003
____________________________________________________________ , 2003
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Signature(s) of Owner
Area Code and Telephone Number ____________________________________
Dated: _____________________________________________________ , 2003
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If a Holder is tendering an Old Note, this Letter must be signed by the
registered Holder(s) exactly as the name(s) appear(s) on the certificate(s)
for the Old Note or by any person(s) authorized to become registered Holder(s)
by endorsements and documents transmitted herewith. If signature is by a
trustee, executor, administrator, guardian, officer or other person acting in
a fiduciary or representative capacity, please set forth full title. See
Instruction 4.
Name(s): ______________________________________________________________________
(Please Type or Print)
Capacity (full title): ________________________________________________________
Address: ______________________________________________________________________
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(Zip Code)
Area Code and Telephone Number: _______________________________________________
Tax Identification or Social Security Number: _________________________________
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED BY INSTRUCTION 4)
SIGNATURE(S) GUARANTEED BY
AN ELIGIBLE INSTITUTION: ______________________________________________________
(Authorized Signature)
Name: _________________________________________________________________________
Capacity (full title): ________________________________________________________
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
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(Zip Code)
Area Code and Telephone Number: _______________________________________________
Dated: __________________________________________________________________, 2003
(PLEASE COMPLETE ACCOMPANYING IRS FORM W-9 HEREIN. SEE INSTRUCTION 8.)
6
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Notes To be completed ONLY if certificates for Old Notes
not exchanged and/or New Notes are to be issued in the not exchanged and/or New Notes are to be sent to
name of and sent to someone other than the person or someone other than the person or persons whose
persons whose signature(s) appear(s) on this Letter signature(s) appear(s) on this Letter above or to such
above, or if Old Notes delivered by book-entry transfer person or persons at an address other than shown in the
which are not accepted for exchange are to be returned box entitled "Description of Old Notes" on this Letter
by credit to an account maintained at the Book-Entry above.
Transfer Facility other than the account indicated above.
Issue: New Notes and/or Old Notes to: Mail: New Notes and/or Old Notes to:
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Name(s): ________________________________________________ Name(s): ______________________________________________
(Please Type or Print) (Please Type or Print)
_________________________________________________________ _______________________________________________________
(Please Type or Print) (Please Type or Print)
Address: ________________________________________________ Address: ______________________________________________
_________________________________________________________ _______________________________________________________
_________________________________________________________ _______________________________________________________
_________________________________________________________ _______________________________________________________
(Zip Code) (Zip Code)
__________________________________________________________ ________________________________________________________
(Tax Identification or Social Security No.) (Tax Identification or Social Security No.)
(See Substitute Form W-9 Included Herein) (See Substitute Form W-9 Included Herein)
[_] Credit unexchanged Old Notes delivered by
book-entry transfer to the Book-Entry Facility
account set forth below:
_________________________________________________________
(Book-Entry Transfer Facility
Account Number, If Applicable)
IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS
LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ANY AND ALL
OUTSTANDING 10 1/2% SENIOR NOTES DUE 2011 ISSUED ON JANUARY 24, 2003 OF
REMINGTON ARMS COMPANY, INC. FOR 10 1/2% SENIOR NOTES DUE 2011 OF REMINGTON
ARMS COMPANY, INC., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, PURSUANT TO THE PROSPECTUS DATED [ ], 2003
1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures. This
Letter is to be completed by Holders of Old Notes either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for tender by book-entry transfer set forth in "The Exchange Offer--Procedures
for Tendering" section of the Prospectus and an Agent's Message is not
delivered. Certificates for all physically tendered Old Notes, or Book-Entry
Confirmation (as defined below), as the case may be, as well as a properly
completed and duly executed Letter (or manually signed facsimile hereof) and
any other documents required by this Letter, must be received by the Exchange
Agent at the address set forth herein on or prior to the Expiration Date, or
the tendering Holder must comply with the guaranteed delivery procedures set
forth below. Old Notes tendered hereby must be in denominations of principal
amount of $1,000 and any integral multiple thereof. Tenders by book-entry
transfer may also be made by delivering an Agent's Message in lieu of this
Letter. "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part of
a Book-Entry Confirmation (as defined below), which message states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
participant in the Book-Entry Transfer Facility tendering the Old Notes which
are the subject of the Book-Entry Confirmation that such participant has
received and agrees to be bound by the Letter and that the Company may enforce
the Letter against such participant. "Book-entry confirmation" means a timely
confirmation of book-entry transfer of Notes into the Exchange Agent's account
at the Book-Entry Transfer Facility.
Holders whose certificates are not immediately available or who cannot
deliver their certificates and all other required documents to the Exchange
Agent prior to 5:00 P.M., New York City time, on the Expiration Date or who
cannot complete the procedure for book-entry transfer prior to 5:00 P.M., New
York City time, on the Expiration Date may tender their Old Notes by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. Pursuant to such procedures:
(i) such tender must be made by or through an Eligible Institution (as defined
below); (ii) prior to 5:00 P.M., New York City time, on the Expiration Date,
the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the Holder of Old Notes and the amount of Old Notes tendered,
stating that the tender is being made thereby and guaranteeing that within
three New York Stock Exchange ("NYSE") trading days after the date of execution
of the Notice of Guaranteed Delivery, the certificates for all
physically-tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically-tendered Old Notes, in proper
form for transfer, or a Book-Entry Confirmation, as the case may be, and all
other documents required by this Letter, are received by the Exchange Agent
within three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER, THE OLD NOTES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. IF OLD NOTES ARE SENT BY MAIL, IT IS RECOMMENDED THAT THE
MAILING BE BY REGISTERED OR CERTIFIED MAIL, PROPERLY INSURED, WITH RETURN
RECEIPT REQUESTED, MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO
PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON THE EXPIRATION DATE.
THE COMPANY WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS. EACH TENDERING HOLDER, BY EXECUTION OF A LETTER OF TRANSMITTAL (OR
FACSIMILE THEREOF OR AGENT'S MESSAGE IN LIEU THEREOF), WAIVES ANY RIGHT TO
RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.
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2. Inadequate Space. If the space provided in the box captioned
"Description of Notes Tendered" above is inadequate, the certificate number(s)
and/or the principal amount of Notes and any other required information should
be listed on a separate signed schedule and such schedule should be attached to
this Letter.
3. Partial Tenders (Not Applicable to Noteholders Who Tender by Book-Entry
Transfer). If fewer than all of the Old Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Old Notes to be tendered in the box entitled
"Description of Old Notes--Principal Amount of Notes Tendered." A reissued
certificate representing the balance of nontendered Old Notes will be sent to
such tendering Holder(s), unless otherwise provided in the appropriate box on
this Letter, promptly after the Expiration Date. ALL OF THE OLD NOTES DELIVERED
TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE
INDICATED.
4. Signatures on this Letter; Bond Powers and Endorsements. If this Letter
is signed by the registered Holder(s) of the Notes tendered hereby, the
signature(s) must correspond exactly with the name(s) as written on the face of
the certificate(s) without 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.
If any of the Old Notes are registered in different name(s) on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters (or facsimiles thereof or Agent's Messages in lieu thereof) as
there are different registrations of certificates.
If this Letter is signed by the registered Holder(s) of the Old Notes
specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued,
or any untendered Old Notes are to be reissued, to a person other than the
registered Holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution (as defined below).
If this Letter is signed by a person other than the registered Holder(s) of
any certificate(s) specified herein, such certificate(s) must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered Holder(s) appear(s) on the certificate(s) and
the signatures on such certificate(s) must be guaranteed by an Eligible
Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory to the Company of such persons' authority to so act, unless such
submission is waived by the Company.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 4 MUST BE GUARANTEED BY A FIRM WHICH IS A BANK,
BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A
MEMBER IN GOOD STANDING OF A RECOGNIZED MEDALLION PROGRAM APPROVED BY THE
SECURITITES TRANSFER ASSOCIATION INC., INCLUDING THE SECURITIES TRANSFER AGENTS
MEDALLION PROGRAM (STAMP), THE STOCK EXCHANGE MEDALLION PROGRAM (SEMP) AND THE
NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM (MSP), OR ANY OTHER
"ELIGIBLE GUARANTOR INSTITUTION" (AS DEFINED IN RULE 17AD-15 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) (EACH OF THE FOREGOING, AN
"ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF OLD NOTES
(WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN
THE BOOK-ENTRY TRANSFER
9
FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER
OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE
INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" IN THIS LETTER, OR (II) FOR
THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
5. Special Issuance and Delivery Instructions. Tendering Holders of Old
Notes should indicate in the applicable box the name and address to which New
Notes issued pursuant to the Exchange Offer and/or substitute certificates
evidencing Old Notes not exchanged are to be issued or sent, if different from
the name or address of the person signing this Letter. In the case of issuance
in a different name, the employer identification or social security number of
the person named must also be indicated. Holders tendering Old Notes by
book-entry transfer may request that Old Notes not exchanged be credited to
such account maintained at the Book-Entry Transfer Facility as such Holder may
designate herein. If no such instructions are given, such Old Notes not
exchanged will be returned to the name and address of the person signing this
Letter.
6. Transfer Taxes. Except as otherwise provided in this Instruction 6, the
Company will pay any transfer taxes with respect to the transfer of Old Notes
to it or its order pursuant to the Exchange Offer. If, however, New Notes or
substitute Old Notes not exchanged are to be delivered to or registered or
issued in the name of, any person other than the registered Holder(s) of the
Old Notes tendered hereby, or if tendered Old Notes are registered in the name
of any person other than the person(s) signing this Letter, or if a transfer
tax is imposed for any reason other than the transfer of Old Notes to the
Company or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered Holder(s) or any other
person) payable on account of the transfer to such person will be payable by
the Holder(s) tendering hereby. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering Holder(s).
7. Waiver of Conditions. The Company reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
8. Taxpayer Identification Number; Backup Withholding; Substitute Form
W-9. Under U.S. federal income tax law, a Holder whose tendered Notes are
accepted for payment pursuant to the Exchange Offer may be subject to backup
withholding at a rate of 30% (29% after December 31, 2003). To prevent backup
withholding on any payment made to a tendering Holder pursuant to the Exchange
Offer, such Holder is required to notify the Exchange Agent of such Holder's
current taxpayer identification number ("TIN") by completing the enclosed
Substitute Form W-9, certifying that the TIN provided on that form is correct
(or that such Holder is awaiting a TIN), and that (i) the tendering Holder has
not been notified by the Internal Revenue Service that such Holder is subject
to backup withholding as a result of failure to report all interest or
dividends or (ii) after being so notified, the Internal Revenue Service has
notified such Holder that such Holder is no longer subject to backup
withholding. If the Exchange Agent is not provided with the correct TIN, such
Holder may be subject to a $50 penalty imposed by the Internal Revenue Service
and payments that are made to such Holder with respect to Notes tendered
pursuant to the Exchange Offer may be subject to backup withholding (see below).
Each tendering Holder is required to give the Exchange Agent the TIN (e.g.,
Social Security number or employer identification number) of the record Holder
of the Notes. If the Notes are registered in more than one name or are not
registered in the name of the actual owner, consult the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report. A tendering Holder who does not
have a TIN may check the box in Part 3 of the Substitute Form W-9 if such
tendering Holder has applied for a number or intends to apply for a TIN in the
near future. If the box in Part 3 is checked, the tendering Holder must also
complete the "Certificate of Awaiting Taxpayer Identification Number" below in
order to avoid backup withholding. If the box is checked, payments made will be
subject to backup withholding unless the tendering Holder has furnished the
Exchange Agent with his or her TIN by the time payment is made. A tendering
Holder who checks the box in Part 3 in lieu of furnishing such Holder's TIN
should furnish the Exchange Agent with such Holder's TIN as soon as it is
received.
Certain Holders of Old Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding
requirements. To avoid possible erroneous backup withholding, a tendering
Holder who is exempt from backup withholding should complete the Substitute
Form W-9 by providing his or her correct TIN, signing and dating the form, and
writing exempt on the face of the form. A tendering Holder who is a foreign
individual or a foreign
10
entity should also submit to the Exchange Agent a certification of foreign
status on the appropriate IRS form (which the Exchange Agent will provide upon
request), signed under penalty of perjury, attesting to the Holder's exempt
status. Tendering Holders are urged to consult their own tax advisors to
determine whether they are exempt from these backup withholding and reporting
requirements.
If backup withholding applies, the Exchange Agent is required to withhold
30% (29% after December 31, 2003) of any payments to be made to the Holder
under the New Notes. Backup withholding is not an additional tax. Rather, the
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained by filing a tax return with the Internal Revenue
Service. The Exchange Agent cannot refund amounts withheld by reason of backup
withholding.
9. Mutilated, Lost, Destroyed or Stolen Certificates. Any Holder whose
certificate(s) representing Old Notes have been mutilated, lost, destroyed or
stolen should promptly notify the Exchange Agent at the address included herein
or at (800) 934-6802 for further instructions. This Letter and related
documents cannot be processed until the procedures for replacing mutilated,
lost, destroyed or stolen certificate(s) have been followed.
10. Withdrawal Rights. Except as otherwise provided herein, tenders of Old
Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on
the Expiration Date. For a withdrawal to be effective, a written, telegraphic,
telex or facsimile transmission notice of withdrawal must be timely received by
the Exchange Agent at the address set forth above prior to 5:00 P.M., New York
City time, the Expiration Date. Any such notice of withdrawal must (i) specify
the name of the person who tendered the Old Notes to be withdrawn, (ii)
identify the Old Notes to be withdrawn, including the aggregate principal
amount of such Old Notes or, in the case of Notes transferred by book-entry
transfer, specify the number of the account at the Book-Entry Transfer Facility
from which the Old Notes were tendered and specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Old Notes and otherwise comply with the procedures of such facility; (iii)
contain a statement that such Holder is withdrawing its election to have such
Old Notes exchanged; (v) specify the name in which such Old Notes are
registered, if different from that of the person who tendered the Old Notes.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, whose determination
shall be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer and no New Notes will be issued
with respect thereto unless the Old Notes so withdrawn are validly retendered.
Properly withdrawn Old Notes may be retendered by following the procedures
described above at any time on or prior to 5:00 P.M., New York City time, on
the Expiration Date with respect to such Old Notes.
Any Old Notes that have been tendered for exchange but which are not
exchanged for any reason will be returned to the tendering Holder thereof
without cost to such Holder (or, in the case of Old Notes tendered by
book-entry transfer into the Exchange Agent's account at the Book-Entry
Transfer Facility pursuant to the book-entry transfer procedures set forth in
"The Exchange Offer--Book-Entry Transfer" section of the Prospectus, such Old
Notes will be credited to an account maintained with the Book-Entry Transfer
Facility for the Old Notes) as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer.
11. Requests For Assistance and Additional Copies. Questions and requests
for assistance regarding this Letter, as well as requests for additional copies
of the Prospectus, this Letter, Notices of Guaranteed Delivery and other
related documents may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
11
TO BE COMPLETED BY ALL TENDERING NOTEHOLDERS
(See Instruction 9)
Payor's Name: U.S. Bank National Association
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Name:
Form W-9 Address:
Check appropriate box:
Department of the
Treasury Internal Individual [_] Corporation [_]
Revenue Service Partnership [_] Other (specify) [_]
--------------------------------------------------------------------------------------------------------
Payer's Request for Part 1--Please provide your TIN on the line at right and -----------------------
Taxpayer Identification certify by signing and dating below. Social Security Number
Number ("TIN") and
Certification OR
-----------------------
Employer Identification Number
--------------------------------------------------------------------------------------------------------
Part 2--Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me) and
(2) I am not subject to backup withholding 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 on dividends,
or (c) the IRS has notified me that I am no longer subject to backup withholding and
(3) I am a U.S. person (including a U.S. resident alien).
--------------------------------------------------------------------------------------------------------
NAME __________________________________________________
(Please Print)
ADDRESS _______________________________________________
(Include Zip Code)
SIGNATURE _____________________________________________
DATE __________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Certification Instructions--You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to
backup withholding because of under-reporting interest on dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to
backup withholding, do not cross out such item (2).
- ------------------------------------------------------------------------------------------------------------------------------------
Part 3--Awaiting TIN [_]
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I
have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future.
I understand that, if I do not provide a taxpayer identification number by the time of payment, all reportable payments
made to me will be subject to backup withholding but that such amounts will be refunded to me if I then provide a
Taxpayer Identification Number within sixty (60) days.
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30% (29% AFTER DECEMBER 31, 2003) OF ANY PAYMENTS MADE TO
YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
12
Questions and requests for assistance may be directed to the Exchange Agent
at its address and telephone number set forth below. Additional copies of the
Prospectus, this Letter or other related Exchange Offer materials may be
obtained from the Exchange Agent or from brokers, dealers, commercial banks or
trust companies.
The Exchange Agent for the Offer is:
U.S. Bank National Association
By Mail, Hand Delivery or Overnight By Facsimile Transmission:
Courier: (Eligible Institutions only)
U.S. Bank National Association (651) 244-1537
Corporate Trust Office
180 East 5th Street To Confirm Facsimile Transmissions:
St. Paul, Minnesota 55101
Attention: Rick Prokosch (800) 934-6802
The Exchange Agent for the Offer is:
[LOGO Of U.S. Bank National Association]
U.S. Bank National Association
Call: (800) 934-6802