APPLIED POWER INC.
LETTER OF TRANSMITTAL
Offer For All Outstanding
13% Senior Subordinated Notes Due 2009 ("Original Notes")
CUSIP No. 00508W AA 4
In Exchange For
Series B 13% Senior Subordinated Notes Due 2009 ("Exchange Notes")
CUSIP No. 00508W AB 2
Which Have Been Registered Under the Securities Act of 1933, As Amended
Pursuant to the Prospectus dated September 20, 2000
THE EXCHANGE OFFER AND WITHDRAWAL PERIOD WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON October 25, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE")
The Exchange Agent (the "Exchange Agent") for the Offer is:
BANK ONE TRUST COMPANY, N.A.
By Mail, Hand or Overnight Courier:
BANK ONE TRUST COMPANY, N.A.
One North State Street
Ninth Floor
Chicago, Illinois 60670-0126
Attention: Exchanges
By Facsimile Transmission:
(For Eligible Institutions Only)
(312) 407-8853
For Information or Confirmation by Telephone:
(800) 524-9472
Delivery of this Letter of Transmittal to an address other than as set forth
above, or transmission of instructions via a fax number other than as listed
above, will not constitute a valid delivery.
This Letter of Transmittal is being furnished by Applied Power Inc. (the
"Company") in connection with its offer to exchange its 13% Senior
Subordinated Notes due 2009 (the "Original Notes"), that were issued and sold
in a transaction exempt from registration under the Securities Act under that
certain Indenture dated as of August 1, 2000 (the "Indenture") between the
Company, the Guarantors and Bank One Trust Company, N.A., as trustee (the
"Trustee"), for a like amount of $200 million of its newly issued Series B 13%
Senior Subordinated Notes Due 2009 (the "Exchange Notes") that have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"). The Company has prepared and delivered to holders of the Original Notes
a prospectus dated September 20, 2000 (the "Prospectus"), which together with
this Letter of Transmittal constitute the Company's offer (the "Exchange
Offer"). Capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus.
For each Original Note accepted for exchange, the holder will receive an
Exchange Note having a principal amount equal to that of the surrendered
Original Note. The Exchange Note will bear interest from the most recent date
to which interest has been paid on the Original Notes, or if no interest has
been paid, from August 1, 2000. Accordingly, registered holders of Exchange
Notes on the relevant record date for the first interest payment date
following completion of the Exchange Offer will receive interest accruing from
the most recent date to which interest has been paid on the Original Notes or,
if no interest has been paid, from August 1, 2000. Original Notes accepted for
exchange will cease to accrue interest from and after the date of completion
of the Exchange Offer. Holders whose Original Notes are accepted for exchange
will not receive any payment of interest on the Original Notes otherwise
payable on any interest payment date the record date for which occurs after
completion of the Exchange Offer.
The Exchange Offer will expire at 5:00 p.m., New York City time, on October
25, 2000 (the "Expiration Date") unless extended, in which case the term
"Expiration Date" shall mean the last time and date to which the Exchange
Offer is extended.
This Letter of Transmittal is to be completed by a holder (a) if
certificates representing Original Notes are to be physically delivered to the
Exchange Agent herewith by the holder, (b) if tender of Original Notes is to
be made by book-entry transfer to the Exchange Agent's account at The
Depository Trust Company ("DTC") through the DTC Automated Tender Offer
Program ("ATOP"), except as provided in the next paragraph, or (c) if tenders
are to be made according to the guaranteed delivery procedures set forth in
the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
Holders of Original Notes whose certificates are not immediately available, or
who are unable to deliver their certificates (or confirmation of the book-
entry transfer of their Original Notes into the Exchange Agent's account at
DTC) and all other documents required hereby to the Exchange Agent before the
Expiration Date, must tender their Original Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" in the Prospectus. See Instructions 1 and 4.
Holders of Original Notes who are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute their tender through ATOP. DTC
participants that are accepting the Offer must transmit their acceptance 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 (as
defined below) to the Exchange Agent for its acceptance. Delivery of the
Agent's Message by DTC will satisfy the terms of the Exchange Offer in lieu of
execution and delivery of a Letter of Transmittal by the participant(s)
identified in the Agent's Message. Accordingly, this Letter of Transmittal
need not be completed by a holder tendering through ATOP. As used herein, the
term "Agent's Message" means, with respect to any tendered Original Notes, a
message transmitted by DTC to and received by the Exchange Agent and forming
part of a book-entry confirmation, stating that DTC has received an express
acknowledgment from each tendering participant to the effect that, with
respect to those Original Notes, the participant has received and agrees to be
bound by this Letter of Transmittal and that the Company may enforce this
Letter of Transmittal against the participant.
Delivery of documents to DTC does not constitute delivery to the Exchange
Agent.
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Please read this entire Letter of Transmittal carefully before completing
any box below. The Instructions included with this Letter of Transmittal must
be followed. Questions and requests for assistance or for additional copies of
the Prospectus and Letter of Transmittal should be directed to the Exchange
Agent at (800) 524-9472 or at its address set forth above.
Holders who wish to tender their Original Notes must complete Box 1 and Box
2 and complete and sign in Box 4.
Box 1
TENDER OF ORIGINAL NOTES
- -------------------------------------------------------------------------------
[_]Check here if certificates representing the tendered Original Notes are
enclosed with this Letter of Transmittal.
[_]Check here if tendered Original Notes are being delivered by book-entry
transfer to the account maintained by the Exchange Agent with DTC and
complete the following:
Name of Tendering Institution: ______________________________________________
Account Number: _____________________________________________________________
Transaction Code Number: ____________________________________________________
[_]Check here if tendered Original Notes are being delivered pursuant to a
Notice of Guaranteed Delivery sent to the Exchange Agent prior to the
date hereof and complete the following:
Name(s) of Registered Owner(s): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Eligible Institution which Guaranteed Delivery: _____________________
If delivered by book-entry transfer, complete the following:
Account Number: _____________________________________________________________
Transaction Code Number: ____________________________________________________
3
List below the Original Notes being tendered herewith. If the space provided
is inadequate, list the certificate numbers and principal amounts on a
separately executed schedule and affix the schedule to this Letter of
Transmittal. Tenders of Original Notes will be accepted only in principal
amounts equal to $1,000 or integral multiples thereof. No alternative,
conditional or contingent tenders will be accepted.
Box 2 DESCRIPTION OF ORIGINAL NOTES TENDERED
- -------------------------------------------------------------------------------
Name(s) and
Address(es) of
Registered
Holder(s)
or Name of DTC
Participant
and
Participant's
DTC Account
Number in
which Notes
are Held
(Please fill
in blank
exactly as
names(s)
appear on
certificate(s) Tendered Certificates
) (Attach Signed Additional List if Necessary)
- --------------------------------------------------------------------
Aggregate
Principal
Certificate Amount Principal Amount
Number(s)* Represented Tendered*
---------------------------------
---------------------------------
---------------------------------
---------------------------------
Total Principal
Amount**
- --------------------------------------------------------------------
* DOES NOT need to be completed if Original Notes are tendered by book-
entry transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered
the entire face amount of all Original Notes represented by tendered
certificates. See Instruction 4.
If not already printed above, the name(s) and address(es) of the registered
holder(s) should be printed exactly as they appear on the certificate(s)
representing the Original Notes tendered hereby or, if tendered by a
participant in DTC, exactly as such participant's name appears on a security
position listing as the owner of those Original Notes.
4
Box 3 SPECIAL ISSUANCE/DELIVERY INSTRUCTIONS (See Instructions 1 and 2)
- --------------------------------------------------------------------------------
Complete the information in the blanks below this paragraph ONLY if (1)
either (a) the Exchange Notes issued in exchange for Original Notes tendered
hereby, or (b) Original Notes in a principal amount not tendered or not
accepted for exchange, are to be issued or reissued in the name of someone
other than the person(s) whose signature(s) appear(s) within this Letter of
Transmittal or sent to an address different from that shown in Box 2
entitled "Description of Original Notes Tendered" within this Letter of
Transmittal, or if (2) either (a) the Exchange Notes that are delivered by
book-entry transfer or (b) the Original Notes delivered by book-entry
transfer which are not accepted for exchange, are to be returned by credit
to an account maintained by DTC other than the account indicated in Box 1
above entitled "Tender of Original Notes."
Issue Exchange Notes or return unexchanged Original Notes to:
Name: _______________________________________________________
Address: ____________________________________________________
_____________________________________________________________
(Include Zip Code)
_____________________________________________________________
(Tax Identification or Social Security Number)
[_]Credit Exchange Notes or unexchanged Original Notes delivered by book-
entry transfer to the DTC account set forth below:
_____________________________________________________________
Complete the following only if certificates for Exchange Notes or for
unexchanged Original Notes are to be sent to someone other than the person
named above or to that person at an address other than that shown in Box 2
entitled "Description of Original Notes Tendered."
Name: _______________________________________________________
Address: ____________________________________________________
_____________________________________________________________
(Include Zip Code)
_____________________________________________________________
(Tax Identification or Social Security Number)
(See Substitute Form W-9 herein)
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned is a holder of 13% Senior Subordinated Notes due 2009 (the
"Original Notes") issued by Applied Power Inc. (the "Company") under that
certain Indenture dated as of August 1, 2000 (the "Indenture") between the
Company, the Guarantors and Bank One Trust Company, N.A., as trustee (the
"Trustee").
The undersigned acknowledges receipt of the Prospectus dated September 20,
2000 (the "Prospectus") and this Letter of Transmittal, which together
constitute the Company's offer (the "Exchange Offer") to exchange an aggregate
principal amount of $200 million of its newly issued Series B 13% Senior
Subordinated Notes Due 2009 (the "Exchange Notes") that have been registered
under the Securities Act for a like amount of its Original Notes, which were
issued and sold in a transaction exempt from registration under the Securities
Act. Capitalized terms used and not defined herein shall have the meaning
ascribed to them in the Prospectus.
The undersigned hereby tenders to the Company, upon the terms and subject to
the conditions set forth in the Prospectus, and in accordance with this Letter
of Transmittal, the principal amount of Original Notes indicated in Box 2
above entitled "Description of Original Notes Tendered" under the column
heading "Principal Amount Tendered" (or, if nothing is indicated therein, with
respect to the entire aggregate principal amount represented by the Original
Notes described in that table). The undersigned acknowledges and agrees that
Original Notes may not be tendered except in accordance with the procedures
set forth in the Prospectus and this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the Original
Notes tendered herewith in accordance with the terms and subject to the
conditions of the Exchange Offer, the undersigned hereby exchanges, assigns
and transfers to, or upon the order of, the Company, all right, title, and
interest in and to all of the Original Notes that are being tendered hereby
and that are being accepted for exchange pursuant to the Exchange Offer. By
executing this Letter of Transmittal, and subject to and effective upon
acceptance for exchange of the Original Notes tendered therewith, the
undersigned hereby irrevocably constitutes and appoints the Exchange Agent the
true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that the Exchange Agent also acts as the agent of the Company) with
respect to such Original Notes, with full powers of substitution and
revocation (such powers of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) present such Original Notes and all
evidences of transfer and authenticity to, or transfer ownership of such
Original Notes on the account books maintained by DTC to, or upon the order
of, the Company, (ii) present such Original Notes for transfer of ownership on
the books of the Company, and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Original Notes, all in
accordance with the terms and conditions of the Exchange Offer.
If the undersigned is not the registered holder of the Original Notes listed
in Box 2 above labeled "Description of Original Notes Tendered" under the
column heading "Principal Amount Tendered" or such registered holder's legal
representative or attorney-in-fact, then in order to validly exchange, the
undersigned has obtained a properly completed irrevocable proxy that
authorizes the undersigned (or the undersigned's legal representative or
attorney-in-fact) to deliver a Letter of Transmittal in respect of such
Original Notes on behalf of the registered holder thereof, and that proxy is
being delivered with this Letter of Transmittal. The undersigned hereby
represents and warrants that the undersigned has full power and authority to
tender, exchange, assign and transfer the Original Notes tendered hereby, and
that when those Original Notes are accepted for exchange by the Company, the
Company will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances, and those Original Notes
will not be subject to any adverse claims. The undersigned will, upon request,
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 Original Notes tendered hereby.
6
The undersigned acknowledges and agrees that a tender of Original Notes
pursuant to any of the procedures described in the Prospectus and in this
Letter of Transmittal and an acceptance of such Original Notes by the Company
will constitute a binding agreement between the undersigned and the Company
upon the terms and subject to the conditions of the Exchange Offer.
The undersigned understands that the Offer will expire at 5:00 p.m., New
York City time, on October 25, 2000, unless extended by the Company in its
sole discretion or earlier terminated (the "Expiration Date").
No authority conferred or agreed to be conferred by this Letter of
Transmittal shall be affected by, and all such authority shall survive, the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, trustees
in bankruptcy, personal and legal representatives, successors and assigns of
the undersigned. This tender of Original Notes may be withdrawn at any time
prior to the Expiration Date. See "The Exchange Offer--Withdrawal Rights" in
the Prospectus.
The undersigned hereby represents and warrants that the undersigned is
acquiring the Exchange Notes in the ordinary course of its business; the
undersigned is not engaged in, and does not intend to engage in, a
distribution of the Exchange Notes; the undersigned has no arrangement or
understanding with any person to participate in the distribution of the
Exchange Notes; and neither the undersigned nor any other such person is an
affiliate of the Company. If the undersigned is a broker-dealer, it
acknowledges that it will deliver a copy of the Prospectus in connection with
any resale of the Exchange Notes; 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 also acknowledges that this Exchange Offer is being made in
reliance upon interpretations by the staff of the SEC, as set forth in no-
action letters issued to third parties, that the Exchange Notes issued in
exchange for Original Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any
holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such holders' business
and the holders have no arrangement with any person to participate in the
distribution of the Exchange 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 any holder is an
affiliate of the Company, or is engaged in or intends to engage in or has any
arrangement or understanding with respect to the distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, that holder (a) cannot
rely on the applicable interpretations of the staff of the SEC and (b) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction.
Original Notes properly tendered and not withdrawn will be accepted as soon
as practicable after the satisfaction or waiver of all conditions to the
Exchange Offer. The undersigned understands that the Company will deliver the
Exchange Notes as promptly as practicable following acceptance of the tendered
Original Notes. The Exchange Offer is subject to a number of conditions, as
more particularly set forth in the Prospectus. See "The Exchange Offer--
Conditions of the Exchange Offer" in the Prospectus. The undersigned
recognizes that as a result of these conditions the Company may not be
required to accept any of the Original Notes tendered hereby. In that event,
the Original Notes not accepted for exchange will be returned to the
undersigned at the address shown in Box 2, "Description of Original Notes
Tendered," unless otherwise indicated in Box 3, "Special Issuance/Delivery
Instructions."
Unless otherwise indicated in Box 3, "Special Issuance/Delivery
Instructions," the undersigned hereby request(s) that any Original Notes
representing principal amounts not tendered or not accepted for exchange, and
that the Exchange Notes with respect to Original Notes accepted for exchange,
be issued in the name(s) of, and delivered to, the undersigned (and in the
case of Original Notes tendered by book-entry transfer, by credit to the
account of DTC indicated therein).
7
In the event that Box 3, "Special Issuance/Delivery Instructions," is
completed, the undersigned hereby request(s) that any Original Notes
representing principal amounts not tendered or not accepted for exchange, and
that the Exchange Notes with respect to Original Notes accepted for exchange,
be issued in the name(s) of, and be delivered to, the person(s) at the
address(es) therein indicated, or in the case of a book-entry delivery of
Original Notes, please credit the account indicated therein maintained at DTC.
The undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance/Delivery Instructions" box to transfer any Original Notes
from the names of the registered holder(s) thereof or to issue any Exchange
Notes in the name(s) of anyone other than the name(s) of the Original Notes in
respect of which those Exchange Notes are issued, if the Company does not
accept for exchange any of the principal amount of such Original Notes so
tendered. The undersigned recognizes that the undersigned must comply with all
of the terms and conditions of the Indenture as amended or supplemented from
time to time in accordance with its terms to transfer Original Notes either
not tendered for exchange or not accepted for exchange from the name of the
registered holder(s).
For purposes of the Exchange Offer, the undersigned understands that the
Company will be deemed to have accepted for exchange validly tendered Original
Notes (or defectively tendered Original Notes with respect to which the
Company has waived the defect) if, as and when the Company gives oral
(confirmed in writing) or written notice thereof to the Exchange Agent.
The undersigned understands that the delivery and surrender of the Original
Notes is not effective, and the risk of loss of the Original Notes does not
pass to the Company, until receipt by the Exchange Agent of this Letter of
Transmittal, or a facsimile hereof, properly completed and duly executed (or,
in the case of a book-entry transfer, an Agent's Message, if applicable, in
lieu of the Letter of Transmittal), together with all accompanying evidences
of authority and any other required documents in form satisfactory to the
Company. All questions as to form of all documents and the validity (including
time of receipt) and acceptance of tenders and withdrawals of Original Notes
will be determined by the Company in its sole discretion, which determination
shall be final and binding.
The undersigned has completed the appropriate boxes and signed this Letter
of Transmittal to indicate the action the undersigned desires to take with
respect to the Exchange Offer.
8
Box 4
PLEASE SIGN HERE
(To be completed by all tendering
Holders of Original Notes regardless of whether Original Notes are
being physically delivered herewith)
By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby tenders the principal amount of the Original Notes
listed in Box 2 above labeled "Description of Original Notes Tendered"
under the column heading "Principal Amount Tendered" (or if nothing is
indicated therein, with respect to the entire aggregate principal amount
represented by the Original Notes described in that box).
This Letter of Transmittal must be signed by the registered Holder(s)
exactly as the name(s) appear(s) on the certificate(s) representing
Original Notes or, if tendered by a participant in DTC, exactly as such
participant's name appears on a security position listing as the owner of
those Original Notes. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please set forth
the full title and see Instruction 2.
---------------------------------------------------------------------------
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Signature of Registered Holder(s) or Authorized Signatory
(See guarantee requirement below)
Dated _____________________________________________________________________
Name(s) ___________________________________________________________________
(Please Print)
Capacity (full title) _____________________________________________________
Area Code and Telephone No. _______________________________________________
Tax Identification or Social Security No. _________________________________
Medallion Signature Guarantee
(If Required--See Instructions 1 and 2)
Authorized Signature: _____________________________________________________
Name of Firm: _____________________________________________________________
(Place Seal Here)
COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9
9
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Signature Guarantees. Signatures on this Letter of Transmittal must be
guaranteed by a recognized participant in the Securities Transfer Agents
Medallion Program or the Stock Exchange Medallion Program (a "Medallion
Signature Guarantor") (generally, a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office in the United States (each,
an "Eligible Institution")), unless (a) the Original Notes tendered hereby are
tendered by a registered holder (or by a participant in DTC whose name appears
on a security position listing as the owner of the Original Notes) that has
not completed Box 3 entitled "Special Issuance/Delivery Instructions" in this
Letter of Transmittal, or (b) the Original Notes are tendered for the account
of an Eligible Institution. If the Original Notes are registered in the name
of a person other than the signer of this Letter of Transmittal, if Original
Notes not accepted for exchange or not tendered are to be returned to a person
other than the registered holder or if Exchange Notes are to be issued to
someone other than the signatory of this Letter of Transmittal, then the
signatures on this Letter of Transmittal accompanying the tendered Original
Notes must be guaranteed by a Medallion Signature Guarantor as described
above. See Instruction 2.
2. Signatures on Letter of Transmittal, Instruments of Transfer and
Endorsements. If the registered holders of the Original Notes tendered hereby
sign this Letter of Transmittal, the signatures must correspond with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever. If this Letter of Transmittal is signed
by a participant in DTC whose name is shown on a security position listing as
the owner of the Original Notes tendered hereby, the signature must correspond
with the name shown on the security position listing as the owner of the
Original Notes.
If any of the Original Notes tendered hereby are registered in the name of
two or more holders, all registered holders must sign this Letter of
Transmittal. If any of the Original Notes tendered hereby are registered in
different names on several certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal or any Original Note or instrument of transfer
is signed by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of such person's authority to so
act must be submitted.
When this Letter of Transmittal is signed by the registered holders of the
Original Notes tendered hereby, no endorsements of the Original Notes or
separate instruments of transfer are required unless Exchange Notes are to be
issued or delivered, or Original Notes not tendered or exchanged are to be
reissued, to a person other than the registered holders, in which case
signatures on the Original Notes or instruments of transfer must be guaranteed
by a Medallion Signature Guarantor.
The Letter of Transmittal and Original Notes should be sent only to the
Exchange Agent, and not to the Company or DTC.
If this Letter of Transmittal is signed other than by the registered holders
of the Original Notes tendered hereby, such Original Notes must be endorsed or
accompanied by appropriate instruments of transfer, and a duly completed proxy
entitling the signer to consent with respect to those Original Notes on behalf
of the registered holders, in any case signed exactly as the name or names of
the registered holders appear on the Original Notes and signatures on those
Original Notes or instruments of transfer and proxy are required and must be
guaranteed by a Medallion Signature Guarantor, unless the signature is that of
an Eligible Institution.
3. Transfer Taxes. Except as set forth in this Instruction 3, the Company
will pay or cause to be paid any transfer taxes with respect to the transfer
of Original Notes to it, or to its order, pursuant to the Exchange
10
Offer. If Exchange Notes are to be issued or delivered to, or if Original
Notes not tendered or exchanged are to be registered in the name of, any
persons other than the registered owners, or if tendered Original Notes are
registered in the name of any persons other than the persons signing this
Letter of Transmittal, the amount of transfer taxes (whether imposed on the
registered holder or such other person) payable on account of the transfer to
such other person will be billed to the holder unless satisfactory evidence of
the payment of such taxes or exemption therefrom is submitted.
4. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used if (a)
certificates for Original Notes are to be physically delivered to the Exchange
Agent herewith, (b) tenders are to be made according to the guaranteed
delivery procedures or (c) tenders are to be made pursuant to the procedures
for delivery by book-entry transfer, all as set forth in the Prospectus. For
holders whose Original Notes are being delivered by book-entry transfer,
delivery of an Agent's Message by DTC will satisfy the terms of the Exchange
Offer in lieu of execution and delivery of a Letter of Transmittal by the
participant(s) identified in the Agent's Message.
To validly tender Original Notes pursuant to the Exchange Offer, either (a)
the Exchange Agent must receive a properly completed and duly executed copy of
this Letter of Transmittal (or facsimile hereof) with any required signature
guarantees, together with either a properly completed and duly executed Notice
of Guaranteed Delivery or certificates for the Original Notes, or an Agent's
Message, as the case may be, and any other documents required by this Letter
of Transmittal, or (b) a holder of Original Notes must comply with the
guaranteed delivery procedures set forth below.
Holders of Original Notes who desire to tender them pursuant to the Exchange
Offer and whose certificates representing the Original Notes are not lost but
are not immediately available, 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, or who cannot complete the procedure for book-entry transfer
on a timely basis, may tender their Original Notes pursuant to the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange Offer--
Guaranteed Delivery Procedures." Pursuant to those procedures, (a) tender must
be made by an "Eligible Institution" as defined in Instruction1, (b) the
Exchange Agent must have received from the Eligible Institution, prior to 5:00
p.m., New York City time, on the Expiration Date, a properly completed and
duly executed Notice of Guaranteed Delivery (by mail, hand delivery, telegram,
facsimile transmission or otherwise), and (c) the certificates for all
physically delivered Original Notes in proper form for transfer or Agent's
Messages as the case may be, together with a properly completed and duly
executed Letter of Transmittal (or facsimile hereof) and all other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three business days after the Expiration Date, all as provided in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures."
The method of delivery of this Letter of Transmittal, the certificates for
Original Notes and other required documents is at the election and risk of the
tendering holder. Except as otherwise provided herein and in the Prospectus,
delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, we recommend that the holder use properly
insured, registered mail with return receipt requested, and that the mailing
be 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.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, withdrawal and revocation of Original Notes tendered for
exchange will be determined by the Company in its sole discretion, whose
determination will be final and binding. The Company reserves the right to
waive any defects or irregularities in the tender or conditions of the
Exchange Offer as to particular Original Notes. The interpretation of the
Company of the terms and conditions of the Exchange Offer (including these
Instructions) will be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within the
11
time determined by the Company. No alternative, conditional or contingent
tenders will be accepted. Neither the Company, the Exchange Agent nor any
other person will be under any duty to give notice of any defects or
irregularities in any tender or will incur any liability for failure to give
any notice. Tenders of Original Notes will not be deemed to have been made
until irregularities have been cured or waived. Any certificates constituting
Original Notes received by the Exchange Agent that are not properly tendered
or as to which 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.
5. Withdrawal Rights. Original Notes tendered pursuant to the Exchange Offer
may be withdrawn, as provided below, at any time prior to 5:00 p.m., New York
City time, on the Expiration Date.
For the withdrawal of a tender to be effective, a written, telegraphic or
facsimile transmitted notice of withdrawal must be received by the Exchange
Agent at the address or number set forth above prior to the Expiration Date.
Any notice of withdrawal must (a) specify the name of the person who tendered
the Original Notes, (b) identify the Original Notes to be withdrawn (including
the certificate number or numbers of any physically delivered Original Notes
and the principal amount of the Original Notes), and (c) be signed in the same
manner required by the Letter of Transmittal by which the Original Notes were
tendered (including any required signature guarantees, endorsements and/or
powers). All questions as to the validity, form and eligibility (including
time of receipt) of notices of withdrawal will be determined by the Company,
whose determination will be final and binding on all parties. The Original
Notes so withdrawn, if any, will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Original Notes which have
been tendered for exchange but which are withdrawn will be returned to the
holder without cost to the holder as soon as practicable after withdrawal.
Properly withdrawn Original Notes may be retendered on or prior to 5:00 p.m.,
New York City time, on the Expiration Date by following the procedures for
tender described in this Letter of Transmittal.
Neither the Company, the Exchange Agent nor any other person will be under
any duty to give notice of any defects or irregularities in any notice of
withdrawal or will incur any liability for failure to give such a notice.
6. Substitute Form W-9. Each tendering holder (or other recipient of any
Exchange Notes) is required to provide the Exchange Agent with a correct
taxpayer identification number ("TIN"), generally the holder's Social Security
or federal Employer Identification Number, and with certain other information,
on Substitute Form W-9, which is provided under "Important Tax Information"
below, and to certify that the holder (or other person) is not subject to
backup withholding. Failure to provide the information on the Substitute Form
W-9 may subject the tendering holder (or other person) to a $50 penalty
imposed by the Internal Revenue Service and 31% federal income tax backup
withholding on any payment. The box in Part 3 of the Substitute Form W-9 may
be checked if the tendering holder (or other person) has not been issued a TIN
and has applied for a TIN or intends to apply for a TIN in the near future. If
the box in Part 3 is checked and the Exchange Agent is not provided with a TIN
by the time of payment, the Exchange will withhold 31% on all reportable
payments, if any, until a TIN is provided to the Exchange Agent.
7. Requests for Assistance or Additional Copies. Any questions or requests
for assistance or additional copies of the Prospectus or this Letter of
Transmittal may be directed to the Exchange Agent at its telephone number set
forth below.
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered Original Notes are
accepted for exchange is required to provide the Exchange Agent with the
holder's current TIN on Substitute Form W-9 below, or, alternatively, to
establish another basis for an exemption from backup withholding. If the
holder is an individual, the TIN is his or her Social Security number. If the
Exchange Agent is not provided with the correct TIN, the holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, any
payment made to the
12
holder or other payee with respect to Original Notes exchanged pursuant to the
Exchange Offer may be subject to a 31% back-up withholding tax.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that holder must submit to the Exchange Agent a properly completed
Internal Revenue Service Form W-8 (a "Form W-8"), signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payment made to the holder or other payee. Backup withholding is
not an additional 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.
Purpose of Substitute Form W-9
To prevent backup withholding on any payment made to a holder or other payee
with respect to Original Notes exchanged pursuant to the Exchange Offer, the
Holder is required to notify the Exchange Agent of the holder's current TIN
(or the TIN of any other payee) by completing the form below, certifying that
the TIN provided on Substitute Form W-9 is correct (or that the holder is
awaiting a TIN), and that (i) the holder is exempt from backup withholding,
(ii) the holder has not been notified by the Internal Revenue Service that the
holder is subject to backup withholding as a result of failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that the holder is no longer subject to backup withholding.
What Number to Give the Exchange Agent
The holder is required to give the Exchange Agent the TIN (e.g. Social
Security number or federal Employer Identification Number) of the registered
owner of the Original Notes. If the Original 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.
13
PAYER'S NAME: Applied Power Inc.
- -------------------------------------------------------------------------------
Part 1--PLEASE PROVIDE Social Security Number(s)
YOUR TIN IN THE BOX AT OR __________________________
RIGHT AND CERTIFY BY SIGN-
ING AND DATING BELOW
SUBSTITUTE Employer Identification Number(s)
Form W-9 ---------------------------------------------------------------
Department Part 2--Certification--Un- Part 3--Awaiting TIN (right
of the der penalties of perjury, arrow) [_]
Treasury I certify that:
Internal (1) The number shown on
Revenue this form is my correct
Service taxpayer identification
number (or I am waiting
for a number to be is-
sued for me), and
Payer's
Request
for
Taxpayer
Ientificationd
Number
("TIN")
and
Crtificationse
(2) I am not subject to
backup withholding be-
cause: (a) I am exempt
from backup withholding,
or (b) I have not been
notified by the Internal
Revenue Service (IRS)
that I am subject to
backup withholding as a
result of a failure to
report all interest or
dividends, or (c) the
IRS has notified me that
I am no longer subject
to backup withholding.
---------------------------------------------------------------
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
underreporting interest or dividends on your tax return.
Name _______________________________________________________
Address ____________________________________________________
(include zip code)
SIGNATURE _______________________ DATE __________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IM-
POSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CASH PAYMENTS MADE TO YOU PURSUANT TO AN OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) 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 (2) 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, 31% of all reportable cash
payments payable to me thereafter will be withheld until I provide a
taxpayer identification number to the payer and that, if I do not
provide my taxpayer identification number within sixty days, such
retained amounts shall be remitted to the IRS as backup withholding.
Signature _______________________________________________ Date _________
14
In order to tender, a holder should send or deliver a properly completed and
signed Letter of Transmittal, certificates for the Original Notes and any
other required documents to the Exchange Agent at the address set forth below
or tender pursuant to DTC's Automated Tender Offer Program.
The Exchange Agent for the Offer is:
BANK ONE TRUST COMPANY, N.A.
By Mail, Hand or Overnight Courier:
BANK ONE TRUST COMPANY, N.A.
One North State Street
Ninth Floor
Chicago, Illinois 60670-0126
Attention: Exchanges
By Facsimile Transmission:
(For Eligible Institutions Only)
(312) 407-8853
For Information or Confirmation by Telephone:
(800) 524-9472
15
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ("TIN") ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Requester.--Social Security Numbers ("SSN") have nine digits separated by two
hyphens: i.e. 000-00-0000. Employer Identification Numbers ("EIN") have nine
digits separated by only one hyphen: i.e. 00-0000000. The table below will
help determine the number to give the requester.
- --------------------------------------- ---------------------------------------
Give name and SSN
For this type of account: of--
- -----------------------------------------------
1.Individual The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, the first
individual on the
account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4.a. The usual revocable The grantor-
savings trust (grantor trustee(1)
is also trustee)
b. So-called trust account The actual
that is not a legal or owner(1)
valid trust under state
law
5.Sole proprietorship The owner(3)
For this type of account: Give the EIN of--
--------
6.Sole proprietorship The owner(3)
7. A valid trust, estate, or Legal entity(4)
pension trust
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
10. Partnership The partnership
11. A broker or registered The broker or
nominee nominee
12. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a state
or local government,
school district, or
prison) that receives
agricultural program
payments
- ---------------------------------------
---------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your SSN or EIN (if you
have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or trustee
unless the legal entity itself is not designated in the account title.)
Note: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you do not have a Taxpayer Identification Number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service ("IRS")
and apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding include the following:
. An organization exempt from tax under section 501(a) of the Internal Rev-
enue Code of 1986, as amended (the "Code"), an individual retirement ac-
count or a custodial account under section 403(b)(7), if the account sat-
isfies the requirements of section 401(f)(2).
. The United States or any agency or instrumentality thereof.
. A state, the District of Columbia, a possession of the United States, or
any political subdivision or instrumentality thereof.
. A foreign government or any political subdivision, agency or instrumen-
tality thereof.
. An international organization or any agency or instrumentality thereof.
Other payees that may be exempt from backup withholding include:
. A corporation.
. A financial institution.
. A dealer in securities or commodities registered in the U.S., the Dis-
trict of Columbia or a possession of the U.S.
. A futures commission merchant registered with the Commodity Futures Trad-
ing Commission.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An entity registered at all times during the tax year under the Invest-
ment Company Act of 1940.
. A foreign central bank of issue.
. A middleman known in the investment community as a nominee or custodian.
. A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident alien partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE
THE FORM, AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding.
Privacy Act Notice.--Section 6109 of the Code requires most recipients of
dividend, interest, or other payments to give Taxpayer Identification Numbers
to payers who must report the payments to the IRS. The IRS uses the numbers
for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation and to cities, states, and the District of
Columbia to carry out their tax laws. You must provide your Taxpayer
Identification Number whether or not you are required to file tax returns.
Payers must generally withhold 31% of taxable interest, dividend, and certain
other payments to a payee who does not furnish a taxpayer identification
number to a payer. Certain penalties may also apply.
Penalties
Penalty for Failure to Furnish Taxpayer Identification Number.--If you fail to
furnish your Taxpayer Identification Number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
Civil Penalty for False Information With Respect to Withholding.--If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.