EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
8 1/2% SENIOR SUBORDINATED NOTES DUE 2008
OF
COLUMBUS MCKINNON CORPORATION
PURSUANT TO THE PROSPECTUS DATED , 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1998 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE
LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
THE EXCHANGE AGENT IS:
STATE STREET BANK AND TRUST COMPANY
BY REGISTERED OR CERTIFIED MAIL: BY HAND OR OVERNIGHT DELIVERY:
STATE STREET BANK AND TRUST COMPANY STATE STREET BANK AND TRUST COMPANY
CORPORATE TRUST DEPT. TWO INTERNATIONAL PLACE
PO BOX 778 CORPORATE TRUST WINDOW, 4TH FLOOR
BOSTON, MASSACHUSETTS 02102 BOSTON, MASSACHUSETTS 02110
ATTN: KELLIE MULLEN ATTN: KELLIE MULLEN
BY FACSIMILE:
(FOR ELIGIBLE INSTITUTIONS ONLY)
STATE STREET BANK AND TRUST COMPANY
CONFIRM BY FAX
ATTN: CORPORATE TRUST OPERATIONS
(617) 664-5290
CONFIRM BY TELEPHONE:
(617) 664-5587
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 SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated , 1998
(the "Prospectus"), of Columbus McKinnon Corporation, Inc., a New York
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together with the Prospectus constitutes the Company's
offer (the "Exchange Offer") to exchange $1,000 principal amount of its 8 1/2%
Senior Subordinated Notes due 2008 (the "Exchange Notes") for each $1,000
principal amount of its 8 1/2% Senior Subordinated Notes due 2008 (the
"Private Notes"). Recipients of the Prospectus should read the requirements
described in such Prospectus with respect to eligibility to participate in the
Exchange Offer. Capitalized terms used but not defined herein have the meaning
given to them in the Prospectus.
The undersigned hereby tenders the Private Notes described in the box
entitled "Description of Private Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal. The
undersigned is the registered owner of all the Private Notes and the
undersigned represents that it has received from each beneficial owner of
Private Notes ("Beneficial Owners") 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 in this Letter of Transmittal.
This Letter of Transmittal is to be used only by a holder of Private Notes
(i) if certificates representing Private Notes are to be forwarded herewith or
(ii) if delivery of Private Notes is to be made by book-entry transfer to the
Exchange Agent's account at The Depository Company (the "Depository"),
pursuant to the procedures set forth in the section of the Prospectus entitled
"The Exchange Offer--Procedures for Tendering." Holders of Private Notes that
are tendering by book-entry transfer to the Exchange Agent's account at the
DTC can execute the tender through the DTC Automated Tender Offer Program
("ATOP") for which the transaction is eligible. DTC participants should
transmit their acceptance of the Exchange Offer to DTC, which will verify the
acceptance and execute a book-entry delivery to the Exchange Agent's account
at DTC. DTC will then send an "Agent's Message" to the Exchange Agent for its
acceptance. If delivery of the Private Notes is to be made by book-entry
transfer to the account maintained by the Exchange Agent at the Depository,
this Letter of Transmittal need not be manually executed; provided, however,
that tenders of the Private Notes must be effected in accordance with the
procedures mandated by the Depository's Automated Tender Offer Program and the
procedures set forth in the Prospectus under the caption "The Exchange Offer--
Book-Entry Transfer."
Any beneficial owner whose Private Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Private Notes promptly and
instruct such registered holder of Private Notes to tender on behalf of the
beneficial owner. If such beneficial owner wishes to tender on its own behalf,
such beneficial owner must, prior to completing and executing this Letter of
Transmittal and delivering its Private Notes, either make appropriate
arrangements to register ownership of the Private Notes in such beneficial
owner's name or obtain a properly completed bond power from the registered
holder of Private Notes. The transfer of record ownership may take
considerable time.
In order to properly complete this Letter of Transmittal, a holder of
Private Notes must (i) complete the box entitled "Description of Private
Notes," (ii) if appropriate, check and complete the boxes relating to book-
entry transfer, guaranteed delivery, Special Issuance Instructions and Special
Delivery Instructions, (iii) sign the Letter of Transmittal by completing the
box entitled "Sign Here" and (iv) complete the Substitute Form W-9. Each
holder of Private Notes should carefully read the detailed instructions below
prior to completing the Letter of Transmittal.
Holders of Private Notes who desire to tender their Private Notes for
exchange and (i) whose Private Notes are not immediately available, (ii) who
cannot deliver their Private Notes and all other documents required hereby to
the Exchange Agent on or prior to the Expiration Date or (iii) who are unable
to complete the procedure for book-entry transfer on a timely basis, must
tender the Private Notes pursuant to the guaranteed delivery procedures set
forth in the section of the Prospectus entitled "The Exchange Offer--
Guaranteed Delivery Procedures." See Instruction 2 of the Instructions
beginning on page 8 hereof.
Holders of Private Notes who wish to tender their Private Notes for exchange
must, at a minimum, complete columns (1), (2), if applicable (see footnote 1
below), and (3) in the box below entitled "Description of Private Notes" and
sign the box on page 7 under the words "Sign Here." If only those columns are
completed, such holder of Private Notes will have tendered for exchange all
Private Notes listed in column (3) below. If the holder of Private Notes
wishes to tender for exchange less than all of such Private Notes, column (4)
must be completed in full. In such case, such holder of Private Notes should
refer to Instruction 5 on page 9.
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DESCRIPTION OF PRIVATE NOTES
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(1) (2) (3) (4)
AME(S) AND ADDRESS(ES) OFN PRINCIPAL AMOUNT
REGSTERED HOLDER(S) OF PRIVATEI TENDERED FOR EXCHANGE
NTE(S), EXACTLY AS NAME(S)O PRIVATE NOTE (ONLY IF DIFFERENT
PPEAR(S) ON PRIVATE NOTEA NUMBER(S)(1) AMOUNT FROM COLUMN
CERTIFICATE(S) (ATTACH SIGNED AGGREGATE PRINCIPAL (3)) (MUST BE IN INTEGRAL
PLEASE FILL IN, IF BLANK)( LIST IF NECESSARY) AMOUNT MULTIPLES OF $1,000)(2)
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(1) Column (2) need not be completed by holders of Private Notes tendering
Private Notes for exchange by book-entry transfer. Please check the
appropriate box on the next page and provide the requested information.
(2) Column (4) need not be completed by holders of Private Notes who wish
to tender for exchange the principal amount of Private Notes listed in
Column (3). Completion of column (4) will indicate that the holder of
Private Notes wishes to tender for exchange only the principal amount
of Private Notes indicated in column (4).
[_]CHECK HERE IF TENDERED PRIVATE NOTES ARE ENCLOSED HEREWITH.
[_]CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
DEPOSITORY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS
HEREINAFTER DEFINED) ONLY):
Name of Tendering Institution:______________________________________________
Account Number:_____________________________________________________________
Transaction Code Number:____________________________________________________
[_]CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder of Private Note(s):_______________________________
Date of Execution of Notice of Guaranteed Delivery:_________________________
Window Ticket Number (if available):________________________________________
Name of Institution with 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:____________________________________________________________________
___________________________________________________________________
3
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8) (SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY (i) if the To be completed ONLY (i) if the
Exchange Notes issued in exchange Exchange Notes issued in exchange
for Private Notes, certificates for Private Notes, certificates
for Private Notes in a principal for Private Notes in a principal
amount not exchanged for Exchange amount not exchanged for Exchange
Notes or Private Notes (if any) Notes or Private Notes (if any)
not tendered for exchange, are to not tendered for exchange, are to
be issued in the name of someone be mailed or delivered to someone
other than the undersigned or other than the undersigned, or
(ii) if Private Notes tendered by (ii) to the undersigned at an ad-
book-entry transfer which are not dress other than the address
exchanged are to be returned by shown below the undersigned's
credit to an account maintained signature.
at the Depository.
Mail or deliver to:
Issue to: Name______________________________
(PLEASE PRINT)
Name _____________________________ Address __________________________
(PLEASE PRINT) __________________________________
Address __________________________ __________________________________
__________________________________ (INCLUDE ZIP CODE)
__________________________________ __________________________________
(INCLUDE ZIP CODE) (TAX IDENTIFICATION OR SOCIAL
__________________________________ SECURITY NO.)
(TAX IDENTIFICATION OR SOCIAL
SECURITY NO.)
[_]Credit Private Notes not
exchanged and delivered by
book-entry transfer to the
Depository account set forth
below:
__________________________________
(ACCOUNT NUMBER)
If delivery of Private Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at the Depositary, then tenders of
Private Notes must be effected in accordance with the procedures mandated by
the Depository's Automated Tender Offer Program and the procedures set forth
in the Prospectus under the caption "The Exchange Offer--Book-Entry Transfer."
4
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the offer by Columbus McKinnon Corporation, a New York
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated , 1998 (the "Prospectus") and this
Letter of Transmittal (the "Letter of Transmittal"), which together with the
Prospectus constitutes the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 8 1/2% Senior Subordinated Notes due 2008 (the
"Exchange Notes") for each $1,000 principal amount of its outstanding 8 1/2%
Senior Subordinated Notes due 2008 (the "Private Notes"), the undersigned
hereby tenders to the Company for exchange the Private Notes.
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of the Private Notes tendered for exchange herewith,
the undersigned (A) acknowledges and agrees that, except as set forth in the
Prospectus under the caption "The Exchange Offer--Termination of Certain
Rights", all of the rights of the undersigned pursuant to that certain
Registration Rights Agreement, dated as of March 31, 1998 among the Company,
the Guarantors set forth on the signature pages thereto and the Initial
Purchasers (as defined in the Prospectus), will have been satisfied and
extinguished in all respects and (B) will have irrevocably sold, assigned,
transferred and exchanged, to the Company, all right, title and interest in,
to and under all of the Private Notes tendered for exchange hereby, and hereby
appoints the Exchange Agent as the true and lawful agent and attorney-in-fact
(with full knowledge that the Exchange Agent also acts as agent of the
Company) of such holder of Private Notes with respect to such Private Notes,
with full power of substitution to (i) deliver certificates representing such
Private Notes, or transfer ownership of such Private Notes on the account
books maintained by the Depositary (together, in any such case, with all
accompanying evidences of transfer and authenticity), to the Company, (ii)
present and deliver such Private Notes for transfer on the books of the
Company and (iii) receive all benefits and otherwise exercise all rights and
incidents of beneficial ownership with respect to such Private Notes, 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 (i) the undersigned is
the owner of the Private Notes tendered hereby; (ii) has a net long position
within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as
amended ("Rule 14e-4") equal to or greater than the principal amount of
Private Notes tendered hereby; (iii) the tender of such Private Notes complies
with Rule 14e-4 (to the extent that Rule 14e-4 is applicable to such
exchange); (iv) the undersigned has full power and authority to tender,
exchange, assign and transfer the Private Notes; and (v) that when such
Private Notes are accepted for exchange by the Company, the Company will
acquire good and marketable title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claims.
The undersigned will, upon receipt, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Private
Notes tendered for exchange hereby.
The undersigned hereby further represents to the Company that (i) the
Exchange Notes to be acquired by the undersigned in exchange for the Private
Notes tendered hereby and any beneficial owner(s) of such Private Notes in
connection with the Exchange Offer will be acquired by the undersigned and
such beneficial owner(s) in the ordinary course of business of the
undersigned, (ii) the undersigned (if not a broker-dealer referred to in the
last sentence of this paragraph) is not engaging and does not intend to engage
in the distribution of the Exchange Notes, (iii) the undersigned has no
arrangement or understanding with any person to participate in the
distribution of the Exchange Notes, (iv) the undersigned and each beneficial
owner acknowledge and agree that any person participating in the Exchange
Offer for the purpose of distributing the Exchange Notes must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction of the Exchange Notes acquired
by such person and cannot rely on the position of the staff of the Commission
set forth in certain no-action letters, (v) the undersigned and each
beneficial owner understand that a secondary resale transaction described in
clause (iv) above should be covered by an effective registration statement
containing the selling security holder information required by Item 507 of
Regulation S-K of the Commission and (vi) neither the undersigned nor any
beneficial owner is an "affiliate" of the Company, as defined under Rule 405
under the Securities Act. If the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Private Notes that
were acquired as a result of market making activities or other trading
activities, it acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange
5
Notes received in respect of such Private Notes pursuant to the Exchange
Offer; 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.
For purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange, and to have exchanged, validly tendered Private Notes,
if, as and when the Company gives oral or written notice thereof to the
Exchange Agent. Tenders of Private Notes for exchange may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date. See "The
Exchange Offer--Withdrawal of Tenders" in the Prospectus. Any Private Notes
tendered by the undersigned and not accepted for exchange will be returned to
the undersigned at the address set forth above unless otherwise indicated in
the box above entitled "Special Delivery Instructions."
The undersigned acknowledges that the Company's acceptance of Private Notes
validly tendered for exchange pursuant to any one of the procedures described
in the section of the Prospectus entitled "The Exchange Offer" and in the
instructions hereto will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Exchange Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Private Notes not tendered for exchange in
the name(s) of the undersigned. Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail any certificates for
Private Notes not tendered or 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 Exchange Notes issued in exchange for the Private Notes
accepted for exchange in the name(s) of, and return any Private Notes not
tendered for exchange or not exchanged to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to
transfer any Private Notes from the name of the holder of Private Note(s)
thereof if the Company does not accept for exchange any of the Private Notes
so tendered for exchange or if such transfer would not be in compliance with
any transfer restrictions applicable to such Private Note(s).
IN ORDER TO VALIDLY TENDER PRIVATE NOTES FOR EXCHANGE, HOLDERS OF PRIVATE
NOTES MUST COMPLETE, EXECUTE, AND DELIVER THIS LETTER OF TRANSMITTAL, OR
DELIVER AN AGENT'S MESSAGE IN LIEU OF THIS LETTER OF TRANSMITTAL.
Except as stated in the Prospectus, all authority herein conferred or agreed
to be conferred shall survive the death or incapacity of the undersigned, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
otherwise stated in the Prospectus, this tender for exchange of Private Notes
is irrevocable.
6
SIGN HERE
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(SIGNATURE(S) OF OWNER(S))
Date: , 1998
Must be signed by the registered holder(s) of Private Notes exactly as
name(s) appear(s) on certificate(s) representing the Private Notes or on a
security position listing or by person(s) authorized to become registered
Private Note holder(s) by certificates and documents transmitted herewith.
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, please provide the following information. (See
Instruction 6).
Name(s): ...................................................................
............................................................................
............................................................................
(PLEASE PRINT)
Capacity (full title): .....................................................
............................................................................
............................................................................
Address: ...................................................................
............................................................................
............................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone No. ( ) ..........................................
Tax Identification or Social Security Nos.: ................................
Please complete Substitute Form W-9
GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
Authorized Signature: ......................................................
Dated: .....................................................................
Name and Title: ............................................................
(PLEASE PRINT)
Name of Firm: ..............................................................
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
which is an "eligible guarantor institution" within the meaning of Rule 17Ad-
15 under the Securities Exchange Act of 1934, as amended, which is a member of
one of the following recognized Signature Guarantee Programs (an "Eligible
Institution"):
a. The Securities Transfer Agents Medallion Program (STAMP)
b. The New York Stock Exchange Medallion Signature Program (MSP)
c. The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Private
Notes tendered herewith and such registered holder(s) have not completed the
box entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (ii) if such Private
Notes are tendered for the account of an Eligible Institution. IN ALL OTHER
CASES, ALL SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. Delivery of this Letter of Transmittal and Private Notes; Guaranteed
Delivery Procedure. This Letter of Transmittal is to be completed by holders
of Private Notes (i) if certificates are to be forwarded herewith or (ii) if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer or guaranteed delivery set forth in the section of the Prospectus
entitled "The Exchange Offer" and an Agent's Message is not being delivered in
lieu hereof. Certificates for all physically tendered Private Notes or any
confirmation of a book-entry transfer (a "Book-Entry Confirmation"), as well
as a properly completed and duly executed copy of this Letter of Transmittal
or facsimile hereof, or an Agent's Message in lieu hereof, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth on the cover of this Letter of
Transmittal prior to 5:00 p.m., New York City time, on the Expiration Date.
Holders of Private Notes who elect to tender Private Notes and (i) whose
Private Notes are not immediately available, (ii) who cannot deliver the
Private Notes or other required documents to the Exchange Agent prior to 5:00
p.m., New York City time on the Expiration Date or (iii) who are unable to
complete the procedure for book-entry transfer on a timely basis, may have
such tender effected if: (a) such tender is made by or through an Eligible
Institution; (b) prior to 5:00 p.m., New York time, on the Expiration Date,
the Exchange Agent has received from such Eligible Institution a properly
completed and duly executed Letter of Transmittal (or a facsimile hereof) and
Notice of Guaranteed Delivery (by telegram, telex, facsimile transmission,
mail or hand delivery) setting forth the name and address of the holder of
such Private Notes, the certificate number(s) of such Private Notes and the
principal amount of Private Notes tendered for exchange, stating that tender
is being made thereby and guaranteeing that, within three New York Stock
Exchange trading days after the Expiration Date, the certificates representing
such Private Notes (or a Book-Entry Confirmation), in proper form for
transfer, and any other documents required by this Letter of Transmittal, will
be deposited by such Eligible Institution with the Exchange Agent; and (c)
certificates for all tendered Private Notes, or a Book-Entry Confirmation,
together with a copy of the previously executed Letter of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof) and any other documents
required by this Letter of Transmittal are received by the Exchange Agent
within three New York Stock Exchange trading days after the Expiration Date.
THE METHOD OF DELIVERY OF PRIVATE NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER
OF PRIVATE NOTES. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. NEITHER THIS LETTER OF TRANSMITTAL NOR ANY PRIVATE
NOTES SHOULD BE SENT TO THE COMPANY.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Private Notes, by execution of this Letter of Transmittal
(or facsimile hereof, if applicable), waive any right to receive notice of the
acceptance of their Private Notes for exchange.
8
3. Inadequate Space. If the space provided in the box entitled "Description
of Private Notes" above is inadequate, the certificate numbers and principal
amounts of the Private Notes being tendered should be listed on a separate
signed schedule affixed hereto.
4. Withdrawals. A tender of Private Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date by delivery of
written notice of withdrawal to the Exchange Agent at the address set forth on
the cover of this Letter of Transmittal. To be effective, a notice of
withdrawal of Private Notes must (i) specify the name of the person who
tendered the Private Notes to be withdrawn (the "Depositor"), (ii) identify
the Private Notes to be withdrawn (including the certificate number or numbers
and aggregate principal amount of such Private Notes), (iii) be signed by the
holder of Private Notes in the same manner as the original signature on the
Letter of Transmittal by which such Private Notes were tendered (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the applicable transfer agent register the transfer of such
Private Notes into the name of the person withdrawing the tender. Withdrawals
of tenders of Private Notes may not be rescinded, and any Private Notes
withdrawn will thereafter be deemed not validly tendered for purposes of the
Exchange Offer and no Exchange Notes will be issued with respect thereto
unless the Private Notes so withdrawn are validly retendered. Properly
withdrawn Private Notes may be retendered by following one of the procedures
described in the section of the Prospectus entitled "The Exchange Offer--
Procedures for Tendering" at any time prior to 5:00 p.m., New York City time,
on the Expiration Date.
5. Partial Tenders. (Not applicable to holders of Private Notes who tender
Private Notes by book-entry transfer). Tenders of Private Notes will be
accepted only in integral multiples of $1,000 principal amount. If a tender
for exchange is to be made with respect to less than the entire principal
amount of any Private Notes, fill in the principal amount of Private Notes
which are tendered for exchange in column (4) of the box entitled "Description
of Private Notes" on page 3, as more fully described in the footnotes thereto.
In case of a partial tender for exchange, a new certificate, in fully
registered form, for the remainder of the principal amount of the Private
Notes, will be sent to the holders of Private Notes unless otherwise indicated
in the appropriate box on this Letter of Transmittal as promptly as
practicable after the expiration or termination of the Exchange Offer.
6. Signatures on this Letter of Transmittal, Powers of Attorney and
Endorsements.
(a) The signature(s) of the holder of Private Notes on this Letter of
Transmittal must correspond with the name(s) as written on the face of the
Private Notes without alternation, enlargement or any change whatsoever.
(b) If tendered Private Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Private Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter of Transmittal and any necessary or
required documents as there are different registrations or certificates.
(d) When this Letter of Transmittal is signed by the holder of the Private
Notes listed and transmitted hereby, no endorsements of Private Notes or
separate powers of attorney are required. If, however, Private Notes not
tendered or not accepted, are to be issued or returned in the name of a person
other than the holder of Private Notes, then the Private Notes transmitted
hereby must be endorsed or accompanied by appropriate powers of attorney in a
form satisfactory to the Company, in either case signed exactly as the name(s)
of the holder of Private Notes appear(s) on the Private Notes. Signatures on
such Private Notes or powers of attorney must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or Private Notes or powers of attorney 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 proper evidence
satisfactory to the Company of their authority so to act must be submitted.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of Private Notes listed, the Private Notes must be endorsed
or accompanied by appropriate powers of attorney, in either case signed
exactly as the name(s) of the registered holder of Private Notes appear(s) on
the certificates. Signatures on such Private Notes or powers of attorney must
be guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
9
7. Transfer Taxes. Except as set forth in this Instruction 7, the Company
will pay all transfer taxes, if any, applicable to the transfer and exchange
of Private Notes pursuant to the Exchange Offer. If, however, issuance of
Exchange Notes is to be made to, or Private Notes not tendered for exchange
are to be issued or returned in the name of, any person other than the holder
of Private Notes, and satisfactory evidence of payment of such taxes or
exemptions from taxes therefrom is not submitted with this Letter of
Transmittal, the amount of any transfer taxes payable on account of the
transfer to such person will be imposed on and payable by the holder of
Private Notes tendering Private Notes for exchange prior to the issuance of
the Exchange Notes.
8. Special Issuance and Delivery Instructions. If the Exchange Notes are to
be issued, or if any Private Notes not tendered for exchange are to be issued
or sent to someone other than the holder of Private Notes or to an address
other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Holders of Private Notes tendering Private
Notes by book-entry transfer may request that Private Notes not accepted be
credited to such account maintained at the Depository as such holder of
Private Notes may designate.
9. Irregularities. All questions as to the form of documents and the
validity, eligibility (including time of receipt), acceptance and withdrawal
of Private Notes will be determined by the Company, in its sole discretion,
whose determination shall be final and binding. The Company reserves the
absolute right to reject any or all tenders for exchange of any particular
Private Notes that are not in proper form, or the acceptance of which would,
in the opinion of the Company or its counsel, be unlawful. The Company
reserves the absolute right to waive any defect, irregularity or condition of
tender for exchange with regard to any particular Private Notes. The Company's
interpretation of the term of, and conditions to, the Exchange Offer
(including the instructions herein) will be final and binding. Unless waived,
any defects or irregularities in connection with the Exchange Offer must be
cured within such time as the Company shall determine. Neither the Company,
the Exchange Agent nor any other person shall be under any duty to give notice
of any defects or irregularities in Private Notes tendered for exchange, nor
shall any of them incur any liability for failure to give such notice. A
tender of Private Notes will not be deemed to have been made until all defects
and irregularities with respect to such tender have been cured or waived. Any
Private Notes 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, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
10. Waiver of Conditions. The Company reserves the absolute right to waive,
amend or modify certain of the specified conditions as described under "The
Exchange Offer--Conditions" in the Prospectus in the case of any Private Notes
tendered (except as otherwise provided in the Prospectus).
11. Mutilated, Lost, Stolen or Destroyed Private Notes. If a holder of
Private Notes desires to tender Private Notes pursuant to the Exchange Offer,
but any of such Private Notes has been mutilated, lost, stolen or destroyed,
such holder of Private Notes should write to or telephone the Trustee at the
address listed below, concerning the procedures for obtaining replacement
certificates for such Private Notes, arranging for indemnification or any
other matter that requires handling by the Trustee:
State Street Bank and Trust Company
Two International Place
Corporate Trust Window, 4th Floor
Boston, Massachusetts 02110
Attn: Kellie Mullen
Telephone: (617) 664-5587
Fax: (617) 664-5290
12. Requests for Information or Additional Copies. Requests for information
or for additional copies of the Prospectus and this Letter of Transmittal may
be directed to the Exchange Agent at the address or telephone number set forth
on the cover of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF
APPLICABLE, OR AN AGENT'S MESSAGE IN LIEU HEREOF) TOGETHER WITH CERTIFICATES,
OR CONFIRMATION OF BOOK-ENTRY OR THE NOTICE OF GUARANTEED DELIVERY, 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.
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IMPORTANT TAX INFORMATION
Under certain federal income tax law, a holder of Private Notes whose
tendered Private Notes are accepted for exchange may be subject to backup
withholding unless the holder provides the Company (as payor), through the
Exchange Agent, with either (i) such holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 attached hereto, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder of Private
Notes is awaiting a TIN) and that (A) the holder of Private Notes has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding as a result of a failure to report all interest or dividends or
(B) the Internal Revenue Service has notified the holder of Private Notes that
he or she is no longer subject to backup withholding; or (ii) an adequate
basis for exemption from backup withholding. If such holder of Private Notes
is an individual, the TIN is such holder's social security number. If the
Exchange Agent is not provided with the correct taxpayer identification
number, the holder of Private Notes may be subject to certain penalties
imposed by the Internal Revenue Service.
Certain holders of Private Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding
and reporting requirements. Exempt holders of Private Notes should indicate
their exempt status on Substitute Form W-9. A foreign individual may qualify
as an exempt recipient by submitting to the Exchange Agent a properly
completed Internal Revenue Service Form W-8 (the terms of which the Exchange
Agent will provide upon request) signed under penalty of perjury, attesting to
the holder's exempt status. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "Guidelines") for
additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
any payment made to the holder of Private Notes or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal
income tax liability of persons subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.
The holder of Private Notes is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Private Notes. If the Private Notes are held in more than one
name or are not held in the name of the actual owner, consult the enclosed
Guidelines for additional guidance regarding which number to report.
Recently issued Treasury Department regulations (the "Final Withholding
Regulations"), which are generally effective with respect to payments made
after December 31, 1998, modify the currently effective information reporting
and backup withholding procedures and requirements and provide certain
presumptions regarding the status of holders of Private Notes when payments to
such holders cannot be reliably associated with appropriate documentation
provided to the payor. Holders of Private Notes should consult their tax
advisors regarding the application of the Final Withholding Regulations to
them.
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PAYER'S NAME:
PART 1--PLEASE PROVIDE YOUR
SUBSTITUTE TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND
DATING BELOW
FORM W-9
DEPARTMENT OF THE --------------------
TREASURY INTERNAL Social Security Number
REVENUE SERVICE
PAYER'S REQUEST
FOR TAXPAYER OR
IDENTIFICATION
NUMBER (TIN) --------------------
Employer Identification
Number
--------------------------------------------------------
PART 2--Certification Under PART 3-- Awaiting
Penalties of Perjury, I TIN
certify that:
(1) The number shown on
this form is my current
taxpayer identification
number (or I am waiting
for a number to be
issued to me) and
(2) I am not subject to
backup withholding
either because I have
not been notified by
the Internal Revenue
Service (the "IRS")
that I am subject to
backup withholding as a
result of a failure to
report all interest or
dividends, or the IRS
has notified me that I
am no longer subject to
backup withholding.
--------------------------------------------------------
Certificate instructions--You must cross out item (2)
in Part 2 above if you have been notified by the IRS
that you are subject to backup withholding because of
underreporting interest or dividends on your tax re-
turn. However, if after being notified by the IRS
that you are subject to backup withholding you re-
ceive another notification from the IRS stating that
you are no longer subject to backup withholding, do
not cross out item (2).
- --------------------------------------------------------------------------------
SIGNATURE ___________________________________________ DATE __________________
NAME ________________________________________________________________________
ADDRESS _____________________________________________________________________
CITY _______________________________ STATE _____________ ZIP CODE __________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT 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.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
PAYOR'S NAME:
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver such an application in the near future. I
understand that if I do not provide a taxpayer identification number within
sixty (60) days, 31% of all reportable payments made to me thereafter will
be withheld until I provide such a number.
----------------------------------------------------------------------------
Signature Date
13