LETTER OF TRANSMITTAL
NUMATICS, INCORPORATED
OFFER TO EXCHANGE
9 5/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2008
FOR ANY AND ALL OF THE OUTSTANDING
9 5/8% SENIOR SUBORDINATED NOTES DUE 2008
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1998 UNLESS THE OFFER IS EXTENDED
U.S. BANK TRUST NATIONAL ASSOCIATION
(THE "EXCHANGE AGENT")
By Registered, Certified, By Hand: By First Class Mail:
or
Overnight Mail or U.S. Bank Trust N.A. U.S. Bank Trust N.A.
Courier: 4th Floor Bond Drop P.O. Box 64485
Window
St. Paul, MN 55164-9549
U.S. Bank Trust N.A. 180 East Fifth Street
Attn: Specialized Finance St. Paul, MN 55101
SPFT0414
180 East Fifth Street
St. Paul, MN 55101
By facsimile:
(For Eligible Institutions Only):
612-244-1537
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the ones listed
above will not constitute a valid delivery. The instructions accompanying this
Letter of Transmittal should be read carefully before this Letter of
Transmittal is completed.
The undersigned hereby acknowledges receipt of the Prospectus dated ,
1998 (the "Prospectus") of Numatics, Incorporated (the "Issuer") and this
Letter of Transmittal, which together constitute the Issuer's offer (the
"Exchange Offer") to exchange $1,000 principal amount of its 9 5/8% Series B
Senior Subordinated Notes due 2008 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement of which the Prospectus is a part,
for each $1,000 principal amount of its outstanding 9 5/8% Senior Subordinated
Notes due 2008 (the "Notes"), respectively. The term "Expiration Date" shall
mean 5:00 p.m., New York City time, on , 1998, unless the Issuer, in
its reasonable judgment, extend the Exchange Offer, in which case the term
shall mean the latest date and time to which the Exchange Offer is extended.
Capitalized terms used but not defined herein have the meaning given to them
in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
1
List below the Notes to which this Letter of Transmittal relates. If the
space indicated is inadequate, the Certificate or Registration Numbers and
Principal Amounts should be listed on a separately signed schedule affixed
hereto.
DESCRIPTION OF NOTES TENDERED HEREBY
- -------------------------------------------------------------------------------
NAME(S) AND
ADDRESS(ES)
OF
REGISTERED
OWNER(S) CERTIFICATE AGGREGATE PRINCIPAL
(PLEASE OF REGISTRATION AMOUNT REPRESENTED PRINCIPAL AMOUNT
FILL IN) NUMBERS* BY NOTES TENDERED**
- -------------------------------------------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
Total
- -------------------------------------------------------------------------------
* Need not be completed by book-entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered
the full aggregate principal amount represented by such Notes. All
tenders must be in integral multiples of $1,000.
This Letter of Transmittal is to be used if (i) certificates representing
Notes are to be physically delivered to the Exchange Agent herewith, (ii)
tender of Notes is to be made by book-entry transfer to an account maintained
by the Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in "The Exchange Offer--Book-Entry Transfer, ATOP" in the
Prospectus or (iii) tender of the Notes is to be made according to the
guaranteed delivery procedures described in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2.
Delivery of documents to a book-entry transfer facility does not constitute
delivery to the Exchange Agent.
As used in this Letter of Transmittal, the term "Holder" with respect to the
Exchange Offer means any person in whose name Notes are registered on the
books of the Issuer or, with respect to interests in the Global Notes held by
DTC, any DTC participant listed in an official DTC proxy. The undersigned has
completed, executed and delivered this Letter of Transmittal to indicate the
action the undersigned desires to take with respect to the Exchange Offer.
Holders who wish to tender their Notes must complete this letter in its
entirety.
Holders of Notes that are tendering by book-entry transfer to the Exchange
Agent's account at DTC can execute the tender through the Book-Entry Transfer
Facility Automated Tender Offer Program ("ATOP"), for which the transaction
will be eligible. DTC participants that are accepting the Exchange Offer must
transmit their acceptances to DTC, which will verify the acceptance and
execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will
then send an Agent's Message to the Exchange Agent for its acceptance. Each
DTC participant transmitting an acceptance of the Exchange Offer through the
ATOP procedures will be deemed to have agreed to be bound by the terms of this
Letter of Transmittal.
[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
2
Holders whose Notes are not immediately available or who cannot deliver
their Notes and all other documents required hereby to the Exchange Agent on
or prior to the Expiration Date must tender their Notes according to the
guaranteed delivery procedure set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2.
[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s) _______________________________________________
Name of Eligible Institution that Guaranteed Delivery ______________________
----------------------------------------------------------------------------
If delivery by book-entry transfer:
Account Number __________________________________________________________
Transaction Code Number _________________________________________________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name _______________________________________________________________________
Address ____________________________________________________________________
3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the principal amount of the Notes
indicated above. Subject to, and effective upon, the acceptance for exchange
of such Notes tendered hereby, the undersigned hereby exchanges, assigns and
transfers to, or upon the order, of, the Issuer all right, title and interest
in and to such Notes as are being tendered hereby, including all rights to
accrued and unpaid interest thereon as of the Expiration Date. 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
said Exchange Agent acts as the agent of the Issuer in connection with the
Exchange Offer) to cause the Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the Notes and to acquire Exchange
Notes issuable upon the exchange of such tendered Notes, and that when the
same are accepted for exchange, the Issuer will acquire good and unencumbered
title to the tendered Notes, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim.
The undersigned represents to the Issuer and each of the Guarantors (as
defined in the Prospectus) that (i) the Exchange Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of business of
the person receiving such Exchange Notes, whether or not such person is the
undersigned, and (ii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such Exchange Notes. If the undesigned or the person receiving
the Exchange Notes covered hereby is a broker-dealer that is receiving the
Exchange Notes for its own account in exchange for Notes that were acquired as
a result of market-making activities or other trading activities, the
undersigned acknowledges that it or such other person will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that is
an "underwriter" within the meaning of the Securities Act. The undersigned and
any such other person acknowledge that, if they are participating in the
Exchange Offer for the purpose of distributing the Exchange Notes, (i) they
cannot rely on the position of the staff of the Securities and Exchange
Commission enunciated in Exxon Capital Holdings Corporation (April 13, 1998),
Morgan Stanley & Co., Inc. (June 5, 1991) or similar no-action letters and, in
the absence of an exemption therefrom, must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with the
resale transaction and (ii) failure to comply with such requirements in such
instance could result in the undersigned or any such other person incurring
liability under the Securities Act for which such persons are not indemnified
by the Issuer or any Guarantor. If the undersigned or the person receiving the
Exchange Notes covered by this letter is an affiliate (as defined under Rule
405 of the Securities Act) of the Issuer, the undersigned represents to the
Issuer and the Guarantors that the undersigned understands and acknowledges
that such Exchange Notes may not be offered for resale, resold or otherwise
transferred by the undersigned or such other person without registration under
the Securities Act or an exemption therefrom.
The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Issuer to
be necessary or desirable to complete the exchange, assignment and transfer of
tendered Notes or transfer ownership of such Notes on the account books
maintained by a book-entry transfer facility. The undersigned further agrees
that, except in the special situations described in the Prospectus, acceptance
of any tendered Notes by the Issuer and the issuance of Exchange Notes in
exchange therefor shall constitute performance in full by the Issuer and the
Guarantors of their obligations under the Registration Rights Agreement and
the Issuer and the Guarantors shall have no further obligations or liabilities
thereunder for the registration of the Notes or the Exchange Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived, in whole
or in part, by the Issuer), as more particularly set forth in the Prospectus,
the Issuer may not be required to exchange any of the Notes tendered hereby
and, in such event, the Notes not exchanged will be returned to the
undersigned at the address shown below the signature of the undersigned.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Tendered Notes may be withdrawn at
any time prior to the Expiration Date.
4
Unless otherwise indicated in the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this
Letter of Transmittal, certificates for all Exchange Notes delivered in
exchange for tendered Notes, and any Notes delivered herewith but not
exchanged, will be registered in the name of the undersigned and shall be
delivered to the undersigned at the address shown below the signature of the
undersigned. If an Exchange Note is to be issued to a person other than the
person(s) signing this Letter of Transmittal, or if the Exchange Note is to be
mailed to someone other than the person(s) signing this Letter of Transmittal
or to the person(s) signing this Letter of Transmittal at an address different
than the address shown on this Letter of Transmittal, the appropriate boxes of
this Letter of Transmittal should be completed. If Notes are surrendered by
Holder(s) that have completed either the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this
Letter of Transmittal, signature(s) on this Letter of Transmittal must be
guaranteed by an Eligible Institution (defined in Instruction 2).
5
SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the To be completed ONLY if the
Exchange Notes are to be issued Exchange Notes are to be sent to
in the name of someone other than someone other than the
the undersigned. undersigned, or to the
Name: ____________________________ undersigned at an address other
Address: _________________________ than that shown under
"Description of Notes Tendered
Hereby."
Book-Entry Transfer Facility
Account: Name: ____________________________
---------------------------------- Address: _________________________
----------------------------------
Employee Identification or Social ----------------------------------
Security Number: (Please print or type)
----------------------------------
(Please print or type)
REGISTERED HOLDER(S) OF NOTES OR DTC PARTICIPANT(S) SIGN HERE
(In addition, complete Substitute Form W-9 below)
X __________________________________________________________________________
X __________________________________________________________________________
(Signature(s) of Registered Holder(s) or DTC Participant(s))
Must be signed by registered holder(s) or DTC participant(s) exactly as
name(s) appear(s) on the Notes or on a security position listing as the
owner of the Notes or by person(s) authorized to become registered
holder(s) by properly completed bond powers transmitted herewith. If
signature is by attorney-in-fact, trustee, executor, administrator,
guardian, officer of a corporation or other person acting in a fiduciary
capacity, please provide the following information. (Please print or type):
Name and Capacity (full title): ____________________________________________
Address (including zip code): ______________________________________________
____________________________________________________________________________
Area Code and Telephone Number: ____________________________________________
Taxpayer Identification or Social Security No.: ____________________________
Dated:
SIGNATURE GUARANTEE
(IF REQUIRED--SEE INSTRUCTION 5)
Authorized Signature: ______________________________________________________
(Signature of Representative of Signature Guarantor)
Name and Title: ____________________________________________________________
Name of Plan: ______________________________________________________________
Area Code and Telephone Number: ____________________________________________
(Please print or type)
Dated:
6
PAYOR'S NAME: NUMATICS, INCORPORATED
THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED
PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION
NUMBER ON THE FOLLOWING SUBSTITUTE FORM W-9 AND CERTIFY THEREIN THAT YOU ARE
NOT SUBJECT TO BACKUP WITHHOLDING.
--------------------------
Social security number
SUBSTITUTE Part 1 -- PLEASE OR _______________________
FORM W-9 PROVIDE YOUR TIN IN Employer identification
DEPARTMENT OF THE THE BOX AT RIGHT AND number
TREASURY CERTIFY BY SIGNING
AND DATING BELOW
---------------------------------------------------------
INTERNAL REVENUE Part 2 -- Check the box if you are not subject to
SERVICE backup withholding under the provisions of Section
PAYOR'S REQUEST 3406(A)(1)(C) of the Internal Revenue Code because
FOR (1) you are exempt from backup withholding, (2) you
TAXPAYER have not been notified that you are subject to
IDENTIFICATION backup withholding as a result of failure to report
all interest or dividends or (3) the Internal
Revenue Service has notified you that you are no
longer subject to backup withholding. [_]
SIGNATURE __________________ DATE _____
Part 3 --
NUMBER ("TIN") Awaiting TIN
[_]
---------------------------------------------------------
Certification: Under penalties of
perjury, I certify that the information
provided on this form is true, correct
and complete.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS IN EXCESS OF $10.00 MADE TO YOU.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAX 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 Officer or (b) I intend to mail or deliver such an
application in the near future. I understand that if I do not provide a
taxpayer identification number within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
SIGNATURE _____________________________________________________________DATE
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
All physically delivered Notes or confirmation of any book-entry transfer to
the Exchange Agent's account at a book-entry transfer facility of Notes
tendered by book-entry transfer, as well as a properly completed and duly
executed copy of this Letter of Transmittal or facsimile thereof, and any
other documents required by this Letter of Transmittal, must be received by
the Exchange Agent at any of its addresses set forth herein on or prior to the
Expiration Date (as defined in the Prospectus). The method of delivery of this
Letter of Transmittal, the Notes and any other required documents is at the
election and risk of the Holder, and except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange
Agent. If such delivery is by mail, it is suggested that registered mail with
return receipt requested, properly insured, be used.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal
(or facsimile thereof), shall waive any right to receive notice of the
acceptance of the Notes for exchange.
Delivery to an address other than as set forth herein, or instructions via a
facsimile number other than the one set forth herein, will not constitute a
valid delivery.
2. GUARANTEED DELIVERY PROCEDURES.
Holders who wish to tender their Notes, but whose Notes are not immediately
available and thus cannot deliver their Notes, the Letter of Transmittal or
any other required documents to the Exchange Agent (or comply with the
procedures for book-entry transfer) prior to the Expiration Date, may effect a
tender if:
(a) the tender is made through a member firm of a registered national
securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(an "Eligible Institution");
(b) prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder, the registration
number(s) of such Notes and the principal amount of Notes tendered,
stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange trading days after the Expiration
Date, the Letter of Transmittal (or facsimile thereof), together with
the Notes (or a confirmation of book-entry transfer of such Notes into
the Exchange Agent's account at DTC) and any other documents required
by the Letter of Transmittal, will be deposited by the Eligible
Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as all tendered Notes in proper form for
transfer (or a confirmation of book-entry transfer of such Notes into
the Exchange Agent's account at DTC) and all other documents required
by the Letter of Transmittal, are received by the Exchange Agent within
three New York Stock Exchange trading days after the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Notes according to the guaranteed
delivery procedures set forth above. Any Holder who wishes to tender Notes
pursuant to the guaranteed delivery procedures described above must ensure
that the Exchange Agent receives the Notice of Guaranteed Delivery relating to
such Notes prior to the Expiration Date. Failure to complete the guaranteed
delivery procedures outlined above will not, of itself, affect the validity or
effect a revocation of any Letter of Transmittal form properly completed and
executed by a Holder who attempted to use the guaranteed delivery procedures.
8
3. BENEFICIAL OWNER INSTRUCTIONS.
Only a Holder of Notes (i.e., a person in whose name Notes are registered on
the books of the registrar or, with respect to interests in the Global Notes
held by DTC, a DTC participant listed in an official DTC proxy), or the legal
representative or attorney-in-fact of a Holder, may execute and deliver this
Letter of Transmittal. Any beneficial owner of Notes who wishes to accept the
Exchange Offer must arrange promptly for the appropriate Holder to execute and
deliver this Letter of Transmittal on his or her behalf through the execution
and delivery to the appropriate Holder of the Instructions to Registered
Holder and/or DTC Participant from Beneficial Owner form accompanying this
Letter of Transmittal.
4. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Notes evidenced by a submitted
certificate is tendered, the tendering Holder should fill in the principal
amount tendered in the column entitled "Principal Amount Tendered" of the box
entitled "Description of Notes Tendered Hereby." A newly issued Note for the
principal amount of Notes submitted but not tendered will be sent to such
Holder as soon as practicable after the Expiration Date. All Notes delivered
to the Exchange Agent will be deemed to have been tendered in full unless
otherwise indicated.
Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date, after which tenders of Notes are irrevocable. To
be effective, a written, telegraphic or facsimile transmission notice of
withdrawal must be timely received by the Exchange Agent. Any such notice of
withdrawal must (i) specify the name of the person having deposited the Notes
to be withdrawn (the "Depositor"), (ii) identify the Notes to be withdrawn
(including the registration number(s) and principal amount of such Notes, or,
in the case of Notes transferred by book-entry transfer, the name and number
of the account at DTC to be credited), (iii) be signed by the Holder in the
same manner as the original signature on this Letter of Transmittal (including
any required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee with respect to the Notes register the transfer
of such Notes into the name of the person withdrawing the tender and (iv)
specify the name in which any such Notes are to be registered, if different
from that of the Depositor. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Issuer, whose determination shall be final and binding on all parties. Any
Notes so withdrawn will be deemed not to have been validly tendered for
purposes of the Exchange Offer and no Exchange Notes will be issued with
respect thereto unless the Notes so withdrawn are validly retendered. Any
Notes which have been tendered but which are not accepted for exchange will be
returned to the Holder thereof without cost to such Holder as soon as
practicable after withdrawal, rejection of tender or termination of Exchange
Offer.
5. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered Holder(s) of the
Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration or enlargement or
any change whatsoever. If this Letter of Transmittal is signed by a
participant in DTC, the signature must correspond with the name as it appears
on the security position listing as the owner of the Notes.
If any of the Notes tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If a number of Notes registered in different names are tendered, it will be
necessary to complete, sign and submit as many separate copies of this Letter
of Transmittal as there are different registrations of Notes.
Signatures of this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution unless the Notes
tendered hereby are tendered (i) by a registered Holder who has not completed
the box entitled "Special Registration Instructions" or "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or Holders
of Notes (which term, for the purposes described herein, shall include a
participant in DTC whose name appears on a security listing as the owner of
the Notes) listed and tendered hereby, no endorsements of the tendered Notes
or separate written instruments of transfer or exchange are required. In any
other case, the registered Holder (or acting Holder) must either properly
endorse the Notes or transmit properly completed bond powers with this Letter
of Transmittal (in either case, executed exactly as the name(s) of the
registered Holder(s) appear(s) on the Notes, and, with respect to a
participant in DTC whose name appears on a security
9
position listing as the owner of Notes, exactly as the name of the participant
appears on such security position listing), with the signature on the Notes or
bond power guaranteed by an Eligible Institution (except where the Notes are
tendered for the account of an Eligible Institution).
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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, unless waived by the Issuer, proper evidence
satisfactory to the Issuer of their authority so to act must be submitted.
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering Holders should indicate, in the applicable box, the name and
address (or account at DTC) in which the Exchange Notes or substitute Notes
for principal amounts not tendered or not accepted for exchange are to be
issued (or deposited), if different from the names and addresses or accounts
of the person signing this Letter of Transmittal. In the case of issuance in a
different name, the employer identification number or social security number
of the person named must also be indicated and the tendering Holder should
complete the applicable box.
If no instructions are given, the Exchange Notes (and any Notes not tendered
or not accepted) will be issued in the name of and sent to the acting Holder
of the Notes or deposited at such Holder's account at DTC.
7. TRANSFER TAXES.
The Issuer will pay all transfer taxes, if any, applicable to the transfer
and exchange of Notes to it or its order pursuant to the Exchange Offer. If a
transfer tax is imposed for any other reason other than the transfer and
exchange of Notes to the Issuer, or its order pursuant to the Exchange Offer,
the amount of any such transfer taxes (whether imposed on the registered
Holder or any other person) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exception therefrom is not
submitted herewith, the amount of such transfer taxes will be collected from
the tendering Holder by the Exchange Agent.
Except as provided in this Instruction 7, it will not be necessary for
transfer stamps to be affixed to the Notes listed in this Letter of
Transmittal.
8. WAIVER OF CONDITIONS.
The Issuer reserves the right, in its reasonable judgment, to waive, in
whole or in part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
9. MUTILATED, LOST, STOLEN OR DESTROYED NOTES.
Any Holder whose Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address and telephone number(s) set
forth above. In addition, all questions relating to the Exchange Offer, as
well as requests for assistance or additional copies of the Prospectus and
this Letter of Transmittal, may be directed to Numatics, Incorporated, 1450
North Milford Road, Highland, Michigan 48357, telephone (248) 887-4111.
11. VALIDITY AND FORM.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Notes and withdrawal of tendered Notes will
be determined by the Issuer in its sole discretion, which determination will
be final and binding. The Issuer reserves the absolute right to reject any and
all Notes not properly tendered or any Notes the Issuer's acceptance of which
would, in the opinion of counsel for the Issuer, be unlawful. The Issuer also
reserves the right, in its reasonable judgment, to waive any defects,
irregularities or conditions of tender as to particular Notes. The Issuer's
interpretation of the terms and conditions of the Exchange Offer (including
the instructions in this Letter of Transmittal) will be final and binding on
all parties. Unless waived, any defects or irregularities in connection with
tenders of Notes must be cured within such time as the Issuer shall determine.
Although the Issuer intends to notify Holders of defects or irregularities
with respect to tenders of Notes, neither the Issuer, the Exchange Agent nor
any other person shall incur any liability for failure to give such
notification. Tenders of Notes will not be deemed to have been made until such
defects or irregularities have been cured or waived. Any Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holders as soon as practicable following the Expiration
Date.
10
IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder tendering Notes is required to
provide the Exchange Agent with such Holder's correct TIN on Substitute Form
W-9 above. If such Holder is an individual, the TIN is the Holder's social
security number. The Certificate of Awaiting Taxpayer Identification Number
should be completed if the tendering Holder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future. 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,
payments that are made to such Holder may be subject to backup withholding.
Certain Holders (including, among others, all domestic corporations and
certain foreign individuals and foreign entities) are not subject to these
backup withholding and reporting requirements. Such a Holder, who satisfies
one or more of the conditions set forth in Part 2 of the Substitute Form W-9,
should execute the certification following such Part 2. In order for a foreign
Holder to qualify as an exempt recipient, that Holder must submit to the
Exchange Agent a properly completed Internal Revenue Service Form W-8, signed
under penalties of perjury, attesting to that Holder's exempt status. Such
forms can be obtained from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any amounts otherwise payable to the Holder. Backup withholding is not
an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a Holder, the
Holder is required to notify the Exchange Agent of his or her correct TIN by
completing the form herein certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Holder is awaiting a TIN) and that (i) each
Holder is exempt, (ii) such Holder has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding as a result of
failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified such Holder that he or she is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
Each Holder is required to give the Exchange Agent the social security
number or employer identification number of the record Holder(s) of the Notes.
If Notes are in more than one name or are not in the name of the actual
Holder, consult the instructions on Internal Revenue Service Form W-9, which
may be obtained from the Exchange Agent, for additional guidance on which
number to report.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
If the tendering Holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, write "Applied
For" in the space for the TIN or Substitute Form W-9, sign and date the form
and the Certificate of Awaiting Taxpayer Identification Number and return them
to the Exchange Agent. If such certificate is completed and the Exchange Agent
is not provided with the TIN within 60 days, the Exchange Agent will withhold
31% of all payments made thereafter until a TIN is provided to the Exchange
Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS)
OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON
OR PRIOR TO THE EXPIRATION DATE.
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INSTRUCTIONS
TO REGISTERED HOLDER AND/OR
DTC PARTICIPANT FROM BENEFICIAL OWNER
OF
NUMATICS, INCORPORATED
9 5/8 SENIOR SUBORDINATED NOTES DUE 2008
To Registered Holder and/or Participant in DTC.
The undersigned hereby acknowledges receipt of the Prospectus, dated
, 1998 (the "Prospectus") of Numatics, Incorporated (the "Issuer"), and the
accompanying Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Issuer's offer (the "Exchange Offer"). Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Prospectus.
This will instruct you, the registered holder and/or DTC participant, as to
action to be taken by you relating to the Exchange Offer with respect to the 9
5/8% Senior Subordinated Notes due 2008 (the "Notes") held by you for the
account of the undersigned.
The aggregate face amount of the Notes held by you for the account of the
undersigned is (fill in amount):
$ of the 9 5/8% Senior Subordinated Notes due 2008.
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
[_] TO TENDER the following Notes held by you for the account of the
undersigned (INSERT PRINCIPAL AMOUNT OF NOTES TO BE TENDERED, IF ANY): $
[_] NOT TO TENDER any Notes held by you for the account of the undersigned.
If the undersigned instructs you to tender the Notes held by you for the
account of the undersigned, it is understood that you are: (a) to make, on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations that (i)
the undersigned's principal residence is in the state of (FILL IN THE NAME OF
THE STATE) , (ii) the undersigned is acquiring the Exchange Notes in
the ordinary course of business of the undersigned, (iii) the undersigned is
not participating, does not participate, and has no arrangement or
understanding with any person to participate in the distribution of the
Exchange Notes, (iv) the undersigned acknowledges that any person
participating in the Exchange Offer for the purpose of distributing the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the "Act"), in
connection with a secondary resale transaction of the Exchange Notes acquired
by such person and cannot rely on the position of the Staff of the Securities
and Exchange Commission set forth in no-action letters that are discussed in
the section of the Prospectus entitled "The Exchange Offer--Resale of Exchange
Notes," and (v) the undersigned is not an "affiliate," as defined in Rule 405
under the Act, of the Issuer; (b) to agree, on behalf of the undersigned, as
set forth in the Letter of Transmittal; and (c) to take such other actions as
necessary under the Prospectus or the Letter of Transmittal to effect the
valid tender of such Notes.
[_] Check this box if the beneficial owner of the Notes is a broker-dealer
and such broker-dealer acquired the Notes for its own account as a result of
market-making activities or other trading activities.
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SIGN HERE
Name of beneficial owner(s): _______________________________________________
Signature(s): ______________________________________________________________
Name (please print): _______________________________________________________
Address: ___________________________________________________________________
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Telephone number: __________________________________________________________
Taxpayer Identification or Social Security Number: _________________________
Date: ______________________________________________________________________
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