CONSENT AND LETTER OF TRANSMITTAL
TO TENDER AND TO GIVE CONSENT IN RESPECT OF
12 1/4% SENIOR NOTES DUE 2002
(CUSIP: 731745AB1)
OF
POLYMER GROUP, INC.
PURSUANT TO THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED
JUNE 5, 1997
THE SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY,
JUNE 18, 1997, IF ON SUCH DATE THE COMPANY HAS RECEIVED THE REQUISITE
CONSENTS (AS DEFINED HEREIN) OR THE FIRST DATE THEREAFTER THAT THE COMPANY
RECEIVES THE REQUISITE CONSENTS FROM HOLDERS OF THE NOTES (THE "CONSENT
EXPIRATION DATE"). THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY
BE EXTENDED, THE "TENDER OFFER EXPIRATION DATE"). HOLDERS WHO DESIRE TO
RECEIVE THE CONSENT PAYMENT AND THE TENDER OFFER CONSIDERATION MUST VALIDLY
CONSENT TO THE PROPOSED AMENDMENTS ON OR PRIOR TO THE CONSENT EXPIRATION
DATE. HOLDERS WHO TENDER AFTER THE CONSENT EXPIRATION DATE WILL RECEIVE ONLY
THE TENDER OFFER CONSIDERATION. CONSENTS MAY ONLY BE REVOKED ON OR PRIOR TO
THE CONSENT EXPIRATION DATE. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE TENDER OFFER EXPIRATION DATE.
The Depositary for the Offer and the Solicitation is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Overnight Courier: By Hand:
Wall Street Station P.O. 77 Water Street, 4th Receive Window 77 Water
Box 1023 New York, NY Floor New York, NY 10005 Street, 5th Floor New
10268-1023 Attention: Attention: Reorganization York, NY 10005 Attention:
Reorganization Dept. Dept. Reorganization Dept.
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
DELIVERY OF THIS CONSENT AND LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
HOLDERS WHO WISH TO CONSENT TO THE PROPOSED AMENDMENTS AND TO RECEIVE THE
CONSENT PAYMENT PURSUANT TO THE SOLICITATION MUST VALIDLY TENDER (AND NOT
WITHDRAW) THEIR NOTES TO THE DEPOSITARY ON OR PRIOR TO THE CONSENT EXPIRATION
DATE.
THE INSTRUCTIONS CONTAINED HEREIN AND IN THE OFFER (AS DEFINED BELOW) SHOULD
BE READ CAREFULLY BEFORE THIS CONSENT AND LETTER OF TRANSMITTAL IS COMPLETED.
List below the Notes to which this Consent and Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate
numbers and principal amounts on a separately executed schedule and affix the
schedule to this Consent and Letter of Transmittal. Tenders of Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof.
DESCRIPTION OF NOTES
- -------------------------------------------------------
NAME(S) AND
ADDRESS(ES)
OF PRINCIPAL AMOUNT
HOLDER(S) AGGREGATE TENDERED AND
(PLEASE PRINCIPAL AS TO WHICH
FILL IN, IF CERTIFICATE AMOUNT CONSENTS ARE
BLANK) NUMBER(S)* REPRESENTED** GIVEN
- -------------------------------------------------------
----------
----------
----------
----------
- -------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF NOTES
- ----------------------------------------------
*Need not be completed by Holders tendering by book-entry transfer (see
below).
**Unless otherwise indicated in the column labeled "Principal Amount Tendered
And As To Which Consents Are Given" and subject to the terms and conditions
of the Statement, a Holder will be deemed to have tendered the entire
aggregate principal amount represented by the Notes indicated in the column
labeled "Aggregate Principal Amount Represented." See Instruction 5.
THE COMPLETION, EXECUTION AND DELIVERY OF THIS CONSENT AND LETTER OF
TRANSMITTAL IN CONNECTION WITH THE TENDER OF NOTES AND DELIVERY OF CONSENTS ON
OR PRIOR TO THE CONSENT EXPIRATION DATE WILL CONSTITUTE A CONSENT TO THE
PROPOSED AMENDMENTS WITH RESPECT TO SUCH NOTES TENDERED. HOLDERS WHO TENDER
THEIR NOTES AFTER THE CONSENT EXPIRATION DATE WILL NOT RECEIVE THE CONSENT
PAYMENT.
2
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: ______________________________________________
Account Number with DTC: ____________________________________________________
Transaction Code Number: ____________________________________________________
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name of Registered Holder(s): _______________________________________________
Window Ticket No. (if any): _________________________________________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Eligible Institution that Guaranteed Delivery: ______________________
If Delivered by Book-Entry Transfer:
Account Number with DTC: _________________________________________________
Transaction Code Number: _________________________________________________
3
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase and Consent Solicitation Statement, dated June 5, 1997 (as the same
may be amended from time to time, the "Statement") of Polymer Group, Inc., a
Delaware corporation (the "Company"), and this Consent and Letter of
Transmittal and instructions hereto (the "Consent and Letter of Transmittal"
and together with the Statement, the "Offer"), which together constitute (i)
the Company's offer to purchase any and all of its outstanding Notes, upon the
terms and subject to the conditions set forth in the Statement, and (ii) the
Company's solicitation (the "Solicitation") of consents (the "Consents") from
each registered holder (each a "Holder" and, collectively, the "Holders") to
certain proposed amendments (the "Proposed Amendments") to the Indenture dated
as of June 24, 1994, between the Company and First Union National Bank of
South Carolina ("First Union"), as amended by the First Supplemental Indenture
dated as of March 15, 1995 between the Company and First Union, the Second
Supplemental Indenture dated as of September 14, 1995 among the Company, First
Union and Harris Trust and Savings Bank, as trustee (the "Trustee"), the Third
Supplemental Indenture dated as of April 9, 1996 between the Company and the
Trustee, and the Fourth Supplemental Indenture dated as of August 14, 1996
between the Company and the Trustee (as so amended, the "Indenture"), pursuant
to which the Notes were issued. Holders who tender Notes under this Consent
and Letter of Transmittal on or prior to the Consent Expiration Date will be
deemed to consent with respect to the Proposed Amendments.
This Consent and Letter of Transmittal is to be used by Holders if (i)
certificates representing Notes are to be physically delivered to the
Depositary herewith by Holders, (ii) tender of Notes is to be made by book-
entry transfer to the Depositary's account at The Depository Trust Company
("DTC") pursuant to the procedures set forth in the Statement under Item 7,
"Procedures for Tendering Notes and Delivering Consents--Tender of Notes Held
Through DTC," by any financial institution that is a participant in DTC and
whose name appears on a security position listing as the owner of Notes,
unless such tender is made after the Consent Expiration Date and an Agent's
Message is delivered in connection with such book-entry transfer, or (iii)
tender of Notes after the Consent Expiration Date is to be made according to
the guaranteed delivery procedures set forth in the Statement under Item 7,
"Procedures for Tendering Notes and Delivering Consents--Guaranteed Delivery."
Delivery of documents to DTC does not constitute delivery to the Depositary.
The undersigned has completed, executed and delivered this Consent and
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Offer and the Solicitation.
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Statement.
The instructions included with this Consent and Letter of Transmittal must
be followed. Questions and requests for assistance or for additional copies of
the Statement, this Consent and Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to Chase Securities Inc., the Dealer
Manager for the Offer and Solicitation, or MacKenzie Partners, Inc., the
Information Agent, in each case at the address and telephone number set forth
on the back cover page of this Consent and Letter of Transmittal. See
Instruction 13 below.
Holders of Notes that are tendering by book-entry transfer to the
Depositary's account at DTC can execute the tender through the DTC Automated
Tender Offer Program ("ATOP"), for which the transaction will be eligible. 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
Depositary's DTC account. DTC will then send an Agent's Message to the
Depositary for its acceptance. DTC participants may also accept the Offer
after the Consent Expiration Date by submitting a Notice of Guaranteed
Delivery through ATOP.
To validly deliver a Consent with respect to Notes transferred pursuant to
ATOP on or prior to the Consent Expiration Date (and thereby make a valid
tender), a DTC participant using ATOP must also properly complete and duly
execute a Consent and Letter of Transmittal and timely deliver it to the
Depositary. Pursuant to authority granted by DTC, any DTC participant which
has Notes credited to its DTC account at any time (and thereby held of record
by DTC's nominee) may directly provide a Consent to the Proposed Amendments as
though it were a registered Holder by so completing, executing and delivering
the Consent and Letter of Transmittal.
4
If a registered Holder desires to tender Notes pursuant to the Offer after
the Consent Expiration Date and (a) certificates representing such Notes are
not immediately available, (b) time will not permit such Holder's Consent and
Letter of Transmittal, certificates representing such Notes and all other
required documents to reach the Depositary on or prior to the Tender Offer
Expiration Date, or (c) the procedures for book-entry transfer (including
delivery of an Agent's Message) cannot be completed on or prior to the Tender
Offer Expiration Date, such Holder may nevertheless tender such Notes with the
effect that such tender will be deemed to have been received on or prior to
the Tender Offer Expiration Date. Holders may effect such a tender of Notes in
accordance with the guaranteed delivery procedures set forth in the Statement
under Item 7, "Procedures for Tendering Notes and Delivering Consents--
Guaranteed Delivery." See Instruction 2 below.
5
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offer and Solicitation,
the undersigned hereby tenders to the Company the principal amount of Notes
indicated above and consents to the Proposed Amendments.
Subject to, and effective upon, the acceptance for purchase of, and payment
for, the principal amount of Notes tendered with this Consent and Letter of
Transmittal, the undersigned hereby sells, assigns and transfers to, or upon
the order of, the Company, all right, title and interest in and to the Notes
that are being tendered hereby, waives any and all other rights with respect
to the Notes (including without limitation any existing or past defaults and
their consequences in respect of the Notes and the Indenture under which the
Notes were issued) and releases and discharges the Company from any and all
claims such Holder may have now, or may have in the future, arising out of, or
related to, the Notes, including without limitation any claims that such
Holder is entitled to receive additional principal or interest payments with
respect to the Notes or to participate in any redemption or defeasance of the
Notes, and also consents to the Proposed Amendments (as defined in the
Statement). The undersigned hereby irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that the Depositary also acts as the agent of the
Company) with respect to such Notes, with full power of substitution and
resubstitution (such power-of-attorney being deemed to be an irrevocable power
coupled with an interest) to (i) present such Notes and all evidences of
transfer and authenticity to, or transfer ownership of, such Notes on the
account books maintained by DTC to, or upon the order of, the Company, (ii)
present such Notes for transfer of ownership on the books of the Company,
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Notes and (iv) deliver to the Company and the Trustee this
Consent and Letter of Transmittal on or prior to the Consent Expiration Date
as evidence of the undersigned's Consent to the Proposed Amendments and as
certification that validly tendered and not revoked Consents from Holders of a
majority of the aggregate principal amount of outstanding Notes not owned by
the Company or its affiliates (the "Requisite Consents") to the Proposed
Amendments duly executed by Holders of such Notes have been received, all in
accordance with the terms and conditions of the Offer and Solicitation.
Execution and delivery of this Consent and Letter of Transmittal on or prior
to the Consent Expiration Date will also be deemed to constitute a Consent to
the Proposed Amendments.
The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the written Consent, with respect
to the Notes tendered hereby, to the Proposed Amendments as permitted by
Article Nine of the Indenture if this Consent and Letter of Transmittal is
executed and delivered on or prior to the Consent Expiration Date. The
undersigned understands that the Consent provided hereby shall remain in full
force and effect until such Consent is revoked in accordance with the
procedures set forth in the Statement and this Consent and Letter of
Transmittal, which procedures are hereby agreed to be applicable in lieu of
any and all other procedures for revocation set forth in the Indenture, which
are hereby waived.
The undersigned understands that Consents may not be revoked after the
Consent Expiration Date. The Company intends to execute the supplemental
indenture to the Indenture providing for the Proposed Amendments (the
"Supplemental Indenture") on or promptly after the Consent Expiration Date.
The Proposed Amendments will become effective upon certification that the
Requisite Consents have been received, but will not become operative until the
Company accepts for purchase the Notes tendered in the Offer.
The undersigned understands that tenders of Notes may be withdrawn by
written notice of withdrawal received by the Depositary at any time on or
prior to the Tender Offer Expiration Date. Holders may not deliver Consents
without tendering their Notes in the Offer, and may not revoke Consents on or
prior to the Consent Expiration Date without withdrawing the previously
tendered Notes to which such Consent relates. Holders may not withdraw
previously tendered Notes on or prior to the Consent Expiration Date without
revoking the previously delivered Consents to which such tender relates.
Consents may not be revoked after the Consent Expiration Date, except under
certain limited circumstances.
6
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Notes tendered
hereby and to give the Consent contained herein, and that when such Notes are
accepted for purchase and payment by the Company, the Company will acquire
good title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim or right. The undersigned
will, upon request, execute and deliver any additional documents deemed by the
Depositary or the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Notes tendered hereby, to perfect the
undersigned's Consent to the Proposed Amendments and to complete the execution
of the Supplemental Indenture reflecting such Proposed Amendments.
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Statement and in the instructions hereto and
acceptance thereof by the Company will constitute a binding agreement between
the undersigned and the Company, upon the terms and subject to the conditions
of the Offer and Solicitation.
For purposes of the Offer, the undersigned understands that the Company will
be deemed to have accepted for purchase validly tendered Notes if, as and when
the Company gives oral or written notice thereof to the Depositary.
The undersigned understands that the Company's obligation to accept for
payment, and to pay for, Notes validly tendered pursuant to the Offer is
conditioned upon the satisfaction of (a) the Supplemental Indenture Condition,
(b) the Bank Condition, (c) the Financing Condition and (d) the General
Conditions. See Item 9, "Conditions to the Offer," in the Statement. Any Notes
not accepted for purchase will be returned promptly to the undersigned at the
address set forth above unless otherwise indicated herein under "Special
Delivery Instructions" below.
All authority conferred or agreed to be conferred by this Consent and Letter
of Transmittal shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Consent and Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
The undersigned understands that the delivery and surrender of the Notes is
not effective, and the risk of loss of the Notes does not pass to the
Depositary, until receipt by the Depositary of this Consent and Letter of
Transmittal (or a manually signed facsimile hereof) properly completed and
duly executed, together with all accompanying evidences of authority and any
other required documents in form satisfactory to the Company or receipt of an
Agent's Message. All questions as to the form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Notes and deliveries and revocations of Consents will be determined by the
Company, in its sole discretion, which determination shall be final and
binding.
Unless otherwise indicated under "Special Payment Instructions" below,
please issue a check from the Depositary for the Total Consideration or Tender
Offer Consideration, as the case may be, for any Notes tendered hereby that
are purchased, and/or return any certificates representing Notes not tendered
or not accepted for purchase in the name(s) of the Holder(s) appearing under
"Description of Notes." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the Total Consideration or
Tender Offer Consideration, as the case may be, and/or return any certificates
representing Notes not tendered or not accepted for purchase (and accompanying
documents, as appropriate) to the address(es) of the Holder(s) appearing under
"Description of Notes." In the event that both the Special Payment
Instructions and the Special Delivery Instructions are completed, please issue
the check for the Total Consideration or Tender Offer Consideration, as the
case may be, and/or return any certificates representing Notes not tendered or
not accepted for purchase (and any accompanying documents, as appropriate) to,
the person or persons so indicated. In the case of a book-entry delivery of
Notes, please credit the account maintained at DTC with any Notes not tendered
or not accepted for purchase. The undersigned recognizes that the Company does
not have any obligation pursuant to the Special Payment Instructions to
transfer any Notes from the name of the Holder thereof if the Company does not
accept for purchase any of the Notes so tendered.
7
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL CONSENTING HOLDERS)
(TO BE COMPLETED BY ALL TENDERING HOLDERS
REGARDLESS OF WHETHER NOTES ARE BEING
PHYSICALLY DELIVERED HEREWITH, UNLESS AN AGENT'S MESSAGE IS
DELIVERED IN CONNECTION WITH A BOOK-ENTRY
TRANSFER OF SUCH NOTES)
The completion, execution and delivery of this Consent and Letter of
Transmittal on or prior to the Consent Expiration Date, will be deemed to
constitute a Consent to the Proposed Amendments.
This Consent and Letter of Transmittal must be signed by the registered
holder(s) of Notes exactly as their name(s) appear(s) on certificate(s) for
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 Notes, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Consent and Letter of Transmittal. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative capacity, such
person must set forth his or her full title below under "Capacity" and submit
evidence satisfactory to the Company of such person's authority to so act. See
Instruction 6 below.
If the signature appearing below is not of the registered holder(s) of the
Notes, then the registered holder(s) must sign a valid proxy.
X
-----------------------------------------------------------------------------
X
-----------------------------------------------------------------------------
(Signature(s) of Holder(s) or Authorized Signatory)
Date: , 1997.
Name(s):
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Capacity:
------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
(Including Zip Code)
Area Code and Telephone No.:
--------------------------------------------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTIONS 1 AND 6 BELOW)
Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor
- --------------------------------------------------------------------------------
(Name of Medallion Signature Guarantor Guaranteeing Signatures)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code) of
Firm)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Printed Name)
- --------------------------------------------------------------------------------
(Title)
Date: , 1997.
8
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6, 7 AND 8)
To be completed ONLY if
certificates for Notes in a
principal amount not tendered or
not accepted for purchase are to be
issued in the name of, or checks
constituting payments for Notes to
be purchased or Consent Payments to
be made in connection with the
Offer and Solicitation are to be
issued to the order of, someone
other than the person or persons
whose signature(s) appear(s) within
this Consent and Letter of
Transmittal or issued to an address
different from that shown in the
box entitled "Description of Notes"
within this Consent and Letter of
Transmittal.
Issue: r Notes
r Checks
(check as applicable)
Name: ______________________________
(Please Print)
Address: ___________________________
(Please Print)
------------------------------------
Zip Code
------------------------------------
Taxpayer Identification or Security
Number
(See Substitute Form W-9 herein)
SIGNATURE GUARANTEE (See
Instruction 1 below)
Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor
------------------------------------
(Name of Medallion Signature Guarantor Guaranteeing Signatures)
------------------------------------
------------------------------------
------------------------------------
(Address (including zip code) and Telephone Number) (including area code of
Firm)
------------------------------------
(Authorized Signature)
------------------------------------
(Printed Name)
------------------------------------
(Title)
Date: , 1997
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6, 7 AND 8)
To be completed ONLY if
certificates for Notes in a
principal amount not tendered or
not accepted for purchase or checks
constituting payments for Notes to
be purchased or Consent Payments to
be made in connection with the
Offer and the Solicitation are to
be sent to someone other than the
person or persons whose
signature(s) appear(s) within this
Consent and Letter of Transmittal
or to an address different from
that shown in the box entitled
"Description of Notes" within this
Consent and Letter of Transmittal.
Deliver: r Notes
r Checks
(check as applicable)
Name: ______________________________
(Please Print)
Address: ___________________________
(Please Print)
------------------------------------
Zip Code
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER AND SOLICITATION
1. GUARANTEE OF SIGNATURES. Signatures on this Consent and Letter of
Transmittal must be guaranteed by a recognized participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchange Medallion Program (each a "Medallion
Signature Guarantor"), unless the Notes tendered thereby are tendered (i) by a
registered Holder of Notes (or by a participant in DTC whose name appears on a
security position listing as the owner of such Notes) who has not completed
any of the boxes entitled "Special Payment Instructions" or "Special Delivery
Instructions" on the Consent and Letter of Transmittal, or (ii) for the
account of a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc. ("NASD") or a
commercial bank or trust company having an office or correspondent in the
United States (each of the foregoing being referred to as an "Eligible
Institution"). If the Notes are registered in the name of a person other than
the signer of the Consent and Letter of Transmittal or if Notes not accepted
for payment or not tendered are to be returned to a person other than the
registered Holder, then the signature on this Consent and Letter of
Transmittal accompanying the tendered Notes must be guaranteed by a Medallion
Signature Guarantor as described above. Beneficial owners whose Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if they desire to tender Notes and deliver Consents with
respect to Notes so registered. See Item 7, "Procedures for Tendering Notes
and Delivering Consents," in the Statement.
2. REQUIREMENTS OF TENDER. This Consent and Letter of Transmittal is to be
completed by registered Holders of Notes if certificates representing such
Notes are to be forwarded herewith, or if delivery of such certificates is to
be made by book-entry transfer to the account maintained by DTC, pursuant to
the procedures set forth in the Statement under Item 7, "Procedures for
Tendering Notes and Delivering Consents," unless such Notes are being
transferred through ATOP in connection with a tender after the Consent
Expiration Date. For a holder to properly tender Notes and deliver Consents
pursuant to the Offer and the Solicitation, a properly completed and duly
executed Consent and Letter of Transmittal (or a manually signed facsimile
thereof), together with any signature guarantees and any other documents
required by these Instructions, must be received by the Depositary at its
address set forth herein on or prior to the Consent Expiration Date or Tender
Offer Expiration Date, as applicable, and either (i) certificates representing
such Notes must be received by the Depositary at its address or (ii) such
Notes must be transferred pursuant to the procedures for book-entry transfer
described in the Statement under Item 7, "Procedures for Tendering Notes and
Delivering Consents," and a Book-Entry Confirmation must be received by the
Depositary, in each case, on or prior to the Consent Expiration Date or Tender
Offer Expiration Date, as applicable; provided, however, that no Consent
Payment will be paid to Holders who tender Notes and deliver their Consents
after the Consent Expiration Date. A Holder who desires to tender Notes and
who cannot comply with procedures set forth herein for tender on a timely
basis or whose Notes are not immediately available must comply with the
guaranteed delivery procedures discussed below, but only if such Notice of
Guaranteed Delivery is transmitted after the Consent Expiration Date.
If a registered Holder desires to tender Notes pursuant to the Offer after
the Consent Expiration Date and (a) certificates representing such Notes are
not immediately available, (b) time will not permit such Holder's Consent and
Letter of Transmittal, certificates representing such Notes and all other
required documents to reach the Depositary on or prior to the Tender Offer
Expiration Date, or (c) the procedures for book-entry transfer cannot be
completed on or prior to the Tender Offer Expiration Date, such Holder may
nevertheless tender such Notes with the effect that such tender will be deemed
to have been received on or prior to the Tender Offer Expiration Date if the
procedures set forth in the Statement under Item 7, "Procedures for Tendering
Notes and Delivering Consents--Guaranteed Delivery," are followed. Pursuant to
such procedures, (i) the tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Company herewith, or an
Agent's Message with respect to a guaranteed delivery that is accepted by the
Company, must be received by the Depositary on or prior to the Tender Offer
Expiration Date, and (iii) the certificates for the tendered Notes, in proper
form for transfer (or a Book-Entry Confirmation of the transfer of such Notes
into the Depositary's account at DTC as described in the Statement), together
with a Consent and Letter of Transmittal (or manually signed facsimile
thereof) properly completed and duly executed, with
10
any required signature guarantees and any other documents required by the
Consent and Letter of Transmittal or a properly transmitted Agent's Message,
must be received by the Depositary within two business days after the date of
execution of the Notice of Guaranteed Delivery.
3. CONSENTS TO PROPOSED AMENDMENTS. A valid Consent to the Proposed
Amendments may be given only by the Holder or their attorney-in-fact. A
beneficial owner who is not a Holder must arrange with the Holder to execute
and deliver a Consent on their behalf, obtain a properly completed irrevocable
proxy that authorizes such beneficial owner to consent to the Proposed
Amendments on behalf of such Holder or become a Holder. Notwithstanding the
foregoing, any DTC participant which has Notes credited to its DTC account at
any time (and thereby held of record by DTC's nominee) may directly provide a
Consent to the Proposed Amendments as though it were the registered Holder by
so completing, executing and delivering the Consent and Letter of Transmittal.
TO VALIDLY DELIVER A CONSENT WITH RESPECT TO NOTES TRANSFERRED PURSUANT TO
ATOP ON OR PRIOR TO THE CONSENT EXPIRATION DATE, A DTC PARTICIPANT USING ATOP
MUST ALSO PROPERLY COMPLETE AND DULY EXECUTE A CONSENT AND LETTER OF
TRANSMITTAL AND DELIVER IT TO THE DEPOSITARY ON OR PRIOR TO THE CONSENT
EXPIRATION DATE.
4. WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS. Tenders of Notes may be
withdrawn at any time prior to the Tender Offer Expiration Date. Consents may
be revoked at any time on or prior to the Consent Expiration Date. A valid
withdrawal of tendered Notes effected on or prior to the Consent Expiration
Date will constitute the concurrent valid revocation of such Holder's related
Consent. Consents may not be revoked after the Consent Expiration Date except
in the limited circumstances described below. In order for a Holder to revoke
a Consent, such Holder must withdraw the related tendered Notes. Tenders of
Notes may be validly withdrawn if the Offer is terminated without any Notes
being purchased thereunder. In the event of a termination of the Offer, the
Notes tendered pursuant to the Offer will be promptly returned to the
tendering Holder and the Supplemental Indenture will not become operative. If
the Solicitation is amended on or prior to the Consent Expiration Date in a
manner determined by the Company to constitute a material adverse change to
the Holders of the Notes, the Company promptly will disclose such amendment
and, if necessary, extend the Solicitation for such Notes for a period deemed
by the Company to be adequate to permit Holders of the Notes to withdraw their
Notes and revoke their Consents. In addition, if the consideration to be paid
in the Offer is increased or decreased or the principal amount of Notes
subject to the Offer is decreased, the Offer will remain open at least 10
business days from the date the Company first gives notice to Holders, by
public announcement or otherwise, of such increase or decrease.
For a withdrawal of a tender of Notes to be effective, a written or
facsimile transmission notice of withdrawal must be received by the Depositary
on or prior to Tender Offer Expiration Date at its address set forth on the
back cover of the Statement. Any such notice of withdrawal must (i) specify
the name of the person who tendered the Notes to be withdrawn, (ii) contain
the description of the Notes to be withdrawn and identify the certificate
number or numbers shown on the particular certificates evidencing such Notes
(unless such Notes were tendered by book-entry transfer) and the aggregate
principal amount represented by such Notes and (iii) be signed by the Holder
of such Notes in the same manner as the original signature on the Consent and
Letter of Transmittal by which such Notes were tendered (including any
required signature guarantees), or be accompanied by (x) documents of transfer
sufficient to have the Trustee register the transfer of the Notes into the
name of the person withdrawing such Notes or (y) a properly completed
irrevocable proxy authorizing such person to effect such withdrawal on behalf
of such Holder. If the Notes to be withdrawn have been delivered or otherwise
identified to the Depositary, a signed notice of withdrawal is effective
immediately upon written or facsimile notice of such withdrawal even if
physical release is not yet effected.
Any valid revocation of Consents will automatically render the prior tender
of the Notes to which such Consents relate defective and the Company will have
the right, which it may waive, to reject such tender as invalid. Any permitted
withdrawal of Notes and revocation of Consents may not be rescinded, and any
Notes properly withdrawn will thereafter be deemed not validly tendered and
any Consents revoked will be deemed not validly delivered for purposes of the
Offer; provided, however, that withdrawn Notes may be re-tendered and revoked
Consents may be re-delivered by again following one of the appropriate
procedures described herein at any time on or prior to the Tender Offer
Expiration Date or the Consent Expiration Date, as applicable. After the
Consent Expiration Date, Consents may not be revoked, except in the limited
circumstances described above.
11
ALL QUESTIONS AS TO THE VALIDITY, FORM AND ELIGIBILITY (INCLUDING TIME OF
RECEIPT) OF NOTICES OF WITHDRAWAL AND REVOCATION OF CONSENTS WILL BE
DETERMINED BY THE COMPANY, IN THE COMPANY'S SOLE DISCRETION (WHOSE
DETERMINATION SHALL BE FINAL AND BINDING). NEITHER THE COMPANY, THE
DEPOSITARY, THE DEALER MANAGER, THE INFORMATION AGENT, THE TRUSTEE OR ANY
OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR
IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR REVOCATION OF CONSENTS, OR INCUR
ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.
5. PARTIAL TENDERS AND CONSENTS. Tenders of Notes pursuant to the Offer (and
the corresponding Consents thereto pursuant to the Solicitation) will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. If less than the entire principal amount of any Notes evidenced by a
submitted certificate is tendered, the tendering Holder must fill in the
principal amount tendered in the last column of the box entitled "Description
of Notes" herein. The entire principal amount represented by the certificates
for all Notes delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Notes is not
tendered or not accepted for purchase, certificates for the principal amount
of Notes not tendered or not accepted for purchase will be sent (or, if
tendered by book-entry transfer, returned by credit to the account at DTC
designated herein) to the Holder unless otherwise provided in the appropriate
box on this Consent and Letter of Transmittal (see Instruction 7) promptly
after the Notes are accepted for purchase.
6. SIGNATURES ON THIS CONSENT AND LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENT; GUARANTEE OF SIGNATURES. If this Consent and Letter of
Transmittal is signed by the registered holder(s) of the Notes tendered hereby
or with respect to which Consent is given, the signature(s) must correspond
with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever. If this Consent and Letter
of Transmittal is signed by a participant in DTC whose name is shown as the
owner of the Notes tendered hereby, the signature must correspond with the
name shown on the security position listing as the owner of the Notes.
IF THIS CONSENT AND LETTER OF TRANSMITTAL IS EXECUTED BY A HOLDER OF NOTES
WHO IS NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID
PROXY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A MEDALLION
SIGNATURE GUARANTOR.
If any of the Notes tendered hereby (and with respect to which Consent is
given) are owned of record by two or more joint owners, all such owners must
sign this Consent and Letter of Transmittal. If any tendered Notes are
registered in different names on several certificates, it will be necessary to
complete, sign and submit as many separate copies of this Consent and Letter
of Transmittal and any necessary accompanying documents as there are different
names in which certificates are held.
If this Consent and Letter of Transmittal is signed by the Holder, and the
certificates for any principal amount of Notes not tendered or accepted for
purchase are to be issued (or if any principal amount of Notes that is not
tendered or not accepted for purchase is to be reissued or returned) to or, if
tendered by book-entry transfer, credited to the account at DTC of, the
registered Holder, and checks constituting payments for Notes to be purchased
and Consent Payments to be made in connection with the Offer and Solicitation
are to be issued to the order of the registered Holder, then the registered
Holder need not endorse any certificates for tendered Notes, nor provide a
separate bond power. In any other case (including if this Consent and Letter
of Transmittal is not signed by the registered Holder), the registered Holder
must either properly endorse the certificates for Notes tendered or transmit a
separate properly completed bond power with this Consent and Letter of
Transmittal (in either case, executed exactly as the name(s) of the registered
holder(s) appear(s) on such Notes, and, with respect to a participant in DTC
whose name appears on a security position listing as the owner of Notes,
exactly as the name(s) of the participant(s) appear(s) on such security
position listing), with the signature on the endorsement or bond power
guaranteed by a Medallion Signature Guarantor, unless such certificates or
bond powers are executed by an Eligible Institution. See Instruction 1.
If this Consent and Letter of Transmittal or any certificates of Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Company of their authority so to act must
be submitted with this Consent and Letter of Transmittal.
12
Endorsements on certificates for Notes, signatures on bond powers and
proxies and Consents provided in accordance with this Instruction 6 by
registered holders not executing this Consent and Letter of Transmittal must
be guaranteed by a Medallion Signature Guarantor. See Instruction 1.
7. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. Tendering Holders
should indicate in the applicable box or boxes the name and address to which
Notes for principal amounts not tendered or not accepted for purchase or
checks constituting payments for Notes to be purchased and Consent Payments to
be made in connection with the Offer and Solicitation are to be issued or
sent, if different from the name and address of the registered Holder signing
this Consent and Letter of Transmittal. In the case of issuance in a different
name, the taxpayer identification or social security number of the person
named must also be indicated. If no instructions are given, Notes not tendered
or not accepted for purchase will be returned to the registered Holder of the
Notes tendered. For Holders of Notes tendering by book-entry transfer, Notes
not tendered or not accepted for purchase will be returned by crediting the
account at DTC designated above.
8. TAXPAYER IDENTIFICATION NUMBER. Each tendering Holder is required to
provide the Depositary with the Holder's correct taxpayer identification
number ("TIN"), generally the Holder's social security or federal employer
identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below, or, alternatively, to establish another
basis for exemption from backup withholding. A Holder must cross out item (2)
in the Certification box on Substitute Form W-9 if such Holder is subject to
backup withholding. Failure to provide the information on the form may subject
the tendering Holder to 31% federal income tax backup withholding on the
payments, including the Consent Payment, made to the Holder or other payee
with respect to Notes purchased pursuant to the Offer. The box in Part 3 of
the form should be checked if the tendering Holder 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 Depositary is not provided with a TIN
within 60 days, thereafter the Depositary will withhold 31% from all such
payments with respect to the Notes to be purchased and the Consent Payments to
be made until a TIN is provided to the Depositary.
9. TRANSFER TAXES. The Company will pay all transfer taxes applicable to the
purchase and transfer of Notes pursuant to the Offer, except in the case of
deliveries of certificates for Notes for principal amounts not tendered or not
accepted for payment that are registered or issued in the name of any person
other than the registered Holder of Notes tendered hereby. Except as provided
in this Instruction 9, it will not be necessary for transfer stamps to be
affixed to the certificates listed in this Consent and Letter of Transmittal.
10. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tendered Notes or delivery
of Consents pursuant to any of the procedures described above will be
determined by the Company in the Company's sole discretion (whose
determination shall be final and binding). The Company expressly reserves the
absolute right, in its sole discretion, subject to applicable law, to reject
any or all tenders of any Notes or delivery of Consents determined by it not
to be in proper form or, in the case of Notes, if the acceptance for payment
of, or payment for, such Notes may, in the opinion of the Company's counsel,
be unlawful. The Company also reserves the absolute right, in its sole
discretion, subject to applicable law, to waive or amend any of the conditions
of the Offer or the Solicitation or to waive any defect or irregularity in any
tender with respect to Notes or delivery of Consents of any particular Holder,
whether or not similar defects or irregularities are waived in the case of
other Holders. The Company's interpretation of the terms and conditions of the
Offer and Solicitation (including the Consent and Letter of Transmittal and
the Instructions thereto) will be final and binding. Neither the Company, the
Depositary, the Dealer Manager, the Information Agent, the Trustee or any
other person will be under any duty to give notification of any defects or
irregularities in tenders or will incur any liability for failure to give any
such notification. If the Company waives its right to reject a defective
tender of Notes, the Holder will be entitled to the Tender Offer Consideration
and, if applicable, the Consent Payment.
11. WAIVER OF CONDITIONS. The Company expressly reserves the absolute right,
in its sole discretion, to amend or waive any of the conditions to the Offer
or Solicitation in the case of any Notes tendered or Consents delivered, in
whole or in part, at any time and from time to time.
12. MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES FOR NOTES. Any Holder
of Notes whose certificates for Notes have been mutilated, lost, stolen or
destroyed should write to or telephone Harris Trust and Savings Bank, the
Trustee, at 311 West Monroe, 12th Floor, Chicago, Illinois 60606, Attention:
Judy Bartolini, Corporate Trust Department, telephone (312) 461-2527.
13
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering Notes and consenting to the Proposed Amendments and
requests for assistance or additional copies of the Statement and this Consent
and Letter of Transmittal may be directed to, and additional information about
the Offer and Solicitation may be obtained from, either the Dealer Manager or
the Information Agent, whose address and telephone number appear below.
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Notes are accepted
for payment is required to provide the Depositary (as payer) with such
Holder's correct TIN on Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. If such Holder is an individual,
the TIN is his social security number. If the Depositary is not provided with
the correct TIN, a $50 penalty may be imposed by the Internal Revenue Service,
and payments, including any Consent Payment, made with respect to Notes
purchased pursuant to the Offer may be subject to backup withholding. Failure
to comply truthfully with the backup withholding requirements also may result
in the imposition of severe criminal and/or civil fines and penalties.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign, date and return the Substitute Form
W-9 to the Depositary. A foreign person, including entities, may qualify as an
exempt recipient by submitting to the Depositary a properly completed Internal
Revenue Service Form W-8, signed under penalties of perjury, attesting to that
Holder's foreign status. A Form W-8 can be obtained from the Depositary. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the Holder 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any Total Consideration
or Tender Offer Consideration, as the case may be, made with respect to Notes
purchased pursuant to the Offer, the Holder is required to provide the
Depositary with either: (i) the Holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such Holder is awaiting a TIN) and that (a) 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 (b)
the Internal Revenue Service has notified the Holder that the Holder is no
longer subject to backup withholding; or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary the TIN (e.g., social security
number or employer identification number) of the registered holder of the
Notes. If the Notes are held in more than one name or are held not 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.
14
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
------------------------------
SUBSTITUTE PART 1--PLEASE Social Security Number
PROVIDE YOUR TIN IN OR
THE BOX AT RIGHT AND
CERTIFY BY SIGNING
AND DATING BELOW
FORM W-9 ------------------------------
Employer Identification
Number
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
---------------------------------------------------------
PAYER'S REQUEST FOR PART 2--Certification--Under PART 3--
Penalties of Perjury, I Certify
that:
(1) The number shown on this form
is my correct Taxpayer
Identification Number (or I am
waiting for a number to be
issued to me) and
TAXPAYER IDENTIFICATION
NUMBER (TIN) Awaiting TIN [_]
- --------------------------------------------------------------------------------
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 under reporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS stating that you
are no longer subject to backup withholding, do not cross out item (2).
(2) I am not subject to backup
withholding either because I
have not been notified by the
Internal Revenue Service
("IRS") that I am subject to
backup withholding as a result
of failure to report all
interest or dividends, or the
IRS has notified me that I am
no longer subject to backup
withholding.
SIGNATURE _________________________________________ DATE ____________ , 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND SOLICITATION.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within
60 days, 31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.
------------------------------------------ _______________________ , 1997
Signature Date
15
The Depositary for the Offer and the Solicitation is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Overnight Courier: By Hand:
Wall Street Station 77 Water Street, 4th Floor Receive Window
P.O. Box 1023 New York, NY 10005 77 Water Street, 5th Floor
New York, NY 10268-1023 Attention: Reorganization Dept. New York, NY 10005
Attention: Reorganization Dept. Attention: Reorganization Dept.
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
Any questions or requests for assistance or additional copies of this
Statement, the Consent and Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers and
address listed below. A Holder may also contact the Dealer Manager at its
telephone number set forth below or such Holder's broker, dealer, commercial
bank or trust company or nominee for assistance concerning the Offer and the
Solicitation.
The Information Agent for the Offer and the Solicitation is:
LOGO
156 Fifth Avenue
9th Floor
New York, New York 10010
(212) 929-5500 (collect)
Toll Free: (800) 322-2885
The Dealer Manager for the Offer and the Solicitation Agent for the
Solicitation is:
CHASE SECURITIES INC.
270 Park Avenue, 4th Floor
New York, New York 10017
Attention: Robert Berk
Telephone: (212) 270-1100 (collect)