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EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
OUTSTANDING 10 1/2% SENIOR SUBORDINATED NOTES DUE 2006
of
ATRIUM COMPANIES, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED ___________, 1997
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON _______________, 1997 (THE "EXPIRATION DATE"), UNLESS THE
EXCHANGE OFFER IS EXTENDED BY THE COMPANY.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
By Registered or Certified Mail,
by Overnight Courier or by Hand:
United States Trust Company of New York
P.O. Box 844
Attn: Corporate Trust Services
Cooper Station
New York, New York 10276-0844
By Hand:
United States Trust Company of New York
111 Broadway
Lower Level
Attn: Corporate Trust Services
New York, New York 10006
By Overnight Courier:
United States Trust Company of New York
770 Broadway, 13th Floor
New York, New York 10003
Attn: Corporate Trust Services
By Facsimile:
(212) 420-6152
Confirm by Telephone:
(800) 548-6565
(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand, or by overnight delivery service.)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 10 1/2% SENIOR SUBORDINATED
NOTES DUE 2006 (THE "OLD NOTES") FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF NEW
10 1/2% SENIOR SUBORDINATED NOTES DUE 2006 PURSUANT TO THE EXCHANGE OFFER, YOU
MUST VALIDLY TENDER (AND NOT WITHDRAW) OLD NOTES TO THE EXCHANGE AGENT PRIOR TO
THE EXPIRATION DATE.
SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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DESCRIPTION OF TENDERED OLD NOTES
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Aggregate
Name(s) and Address(es) of Registered Owner(s) Certificate Principal Amount
(Please fill in, if blank) Number(s) Tendered
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Total Principal
Amount of Notes
Tendered
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LADIES AND GENTLEMEN:
1. The undersigned hereby tenders to Atrium Companies, Inc., a Delaware
corporation (the "Company"), the Old Notes described above pursuant to the
Company's offer of $1,000 principal amount of 10 1/2% Senior Subordinated Notes
due 2006 (the "New Notes") in exchange for each $1,000 principal amount of the
Old Notes, upon the terms and subject to the conditions contained in the
Prospectus dated ____________, 1997 (the "Prospectus"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Exchange Offer").
2. The undersigned hereby represents and warrants that it has full
authority to tender the Old Notes described above. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the tender of Old Notes.
3. The undersigned understands that the tender of the Old Notes pursuant
to all of the procedures set forth in the Prospectus will constitute an
agreement between the undersigned and the Company as to the terms and
conditions set forth in the Prospectus.
4. The undersigned hereby represents and warrants that:
(a) the New Notes acquired pursuant to the Exchange Offer are
being obtained in the ordinary course of business of the
undersigned, whether or not the undersigned is the holder;
(b) neither the undersigned nor any such other person is engaging
in or intends to engage in a distribution of such New Notes;
(c) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in
the distribution of such New Notes; and
(d) neither the holder nor any such other person is an
"affiliate," as such term is defined under Rule 405
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), of the Company.
5. If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer, the undersigned
represents that it acquired the Old Notes for its own account as a result of
market-making activities or other trading activities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in
exchange for Securities that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Securities; however,
by so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
6. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives of the undersigned.
7. Unless otherwise indicated herein under "Special Delivery
Instructions," please issue the certificates for the New Notes in the name of
the undersigned.
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SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 1)
To be completed ONLY IF the New Notes are to be issued or sent to
someone other than the undersigned or to the undersigned at an address other
than that provided above.
Mail [ ] Issue [ ] (check appropriate boxes) certificates to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDING ZIP CODE)
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SPECIAL BROKER-DEALER INSTRUCTIONS
(See Item 5)
[ ] 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:
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(PLEASE PRINT)
Address:
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(INCLUDING ZIP CODE)
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SIGNATURE
To be completed by all exchanging noteholders. Must be signed by the registered
holder exactly as its name appears on the Old Notes. If signature is by
trustee, executor, administrator, guardian, attorney- in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title. See Instruction 3.
X
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X
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SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATURE
Dated:
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Name(s):
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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(INCLUDING ZIP CODE)
Area Code and Telephone No.:
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SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 1)
Certain Signatures Must be Guaranteed by an Eligible Institution
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF FIRM)
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(AUTHORIZED SIGNATURE)
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(PRINTED NAME)
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(TITLE)
Dated:
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PLEASE READ THE INSTRUCTIONS ON THE FOLLOWING PAGE,
WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of
Transmittal must be guaranteed by an eligible guarantor institution that is a
member of or participant in the Securities Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Program, the Stock Exchange
Medallion Program, or by an "eligible guarantor institution" within the meaning
of Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as
amended (an "Eligible Institution"), unless the box titled "Special Delivery
Instructions" above has not been completed or the Old Notes described above are
tendered for the account of an Eligible Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD NOTES. The Old
Notes, together with a properly completed and duly executed Letter of
Transmittal (or copy thereof), should be mailed or delivered to the Exchange
Agent at the address set forth above.
THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK
OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS
MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES, OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
3. SIGNATURE ON LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by a person other than a
registered holder of any Old Notes, such Old Notes must be endorsed or
accompanied by appropriate bond powers, signed by such registered holder
exactly as such registered holder's name appears on such Old Notes.
If this Letter of Transmittal or any Old 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, unless waived by
the Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted with this Letter of Transmittal.
4. TAX INFORMATION. Please complete the attached Substitute Form
W-9. See "Tax Information and Guidelines."
5. MISCELLANEOUS. All questions as to the validity, form,
eligibility (including time of receipt), acceptance, and withdrawal of tendered
Old Notes will be resolved by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute
right to reject any or all Old Notes not properly tendered or any Old Notes the
Company's acceptance of which would, in the opinion of counsel for the Company,
be unlawful. The Company also reserves the right to waive any defects,
irregularities, or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Unless waived, any defects or irregularities in connection with
tenders of Old Notes must be cured within such time as the Company shall
determine. Neither the Company, the Exchange Agent, nor any other person shall
be under any duty to give notification of defects in such tenders or shall
incur any liability for failure to give such notification. Tenders of Old
Notes will not be deemed to have been made until such defects or irregularities
have been cured or waived. Any Old 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 holder thereof as soon as practicable following the Expiration Date.
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TAX INFORMATION AND GUIDELINES
You must provide the Exchange Agent with your correct Taxpayer
Identification Number ("TIN") on the Substitute Form W-9 set forth below. If
you are an individual, your TIN is your social security number.
On the Substitute Form W-9, you must certify under penalties of
perjury that: (a) your TIN is correct, and (b) you are not subject to backup
withholding, either because the Internal Revenue Service ("IRS") has not
notified you that you are subject to backup withholding as a result of a
failure to report interest or dividends or because the IRS has notified you
that you are no longer subject to backup withholding. If the IRS has notified
you that you are subject to backup withholding because of under reporting of
interest or dividends, you must cross out item (2) in the "Certification"
section of the Substitute Form W-9. If subsequently, however, the IRS notifies
you that you are not longer subject to backup withholding, you should not cross
out item (2).
Exempt persons, which include all corporations and certain foreign
individuals, are not subject to the backup withholding and reporting
requirements. An exempt person should furnish its TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign and date the form. To satisfy the
Exchange Agent that a foreign person qualifies as an exempt recipient, such
person must also submit to the Exchange Agent with this Letter of Transmittal a
Form W-8, Certificate of Foreign Status, signed under penalties of perjury,
attesting to such person's foreign status.
If you are required to provide a TIN, but have not been issued a TIN
and have applied for one, or intend to apply for one in the near future, you
should write "Applied For" on the line of the Substitute Form W-9 requiring a
TIN. Generally, you will then have 60 days to get a TIN and give it to the
Exchange Agent. If the Exchange Agent does not receive your TIN within 60
days, backup withholding, if applicable, will begin.
If you do not provide the Exchange Agent with your correct TIN, you
may be subject to a $50 penalty that the IRS imposes. Failure to comply
truthfully with the backup withholding certification requirements may also
result in the imposition of criminal and civil fines and penalties.
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SUBSTITUTE PART I - PLEASE PROVIDE YOUR Social Security Number
Form W-9 TAXPAYER IDENTIFICATION NUMBER IN
- ------------------------------- THE BOX AT RIGHT AND CERTIFY BY ------------------------------
SIGNING AND DATING BELOW.
Employer Identification Number
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DEPARTMENT OF THE TREASURY, PART II - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING, SEE "TAX
INTERNAL REVENUE SERVICE INFORMATION AND GUIDELINES" ABOVE FOR CERTIFICATION OF TAXPAYER
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 ENCLOSED HEREWITH AND
IDENTIFICATION NUMBER (TIN) COMPLETE AS INSTRUCTED THEREIN.
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CERTIFICATION - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number or 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% of all reportable payments made to me thereafter will be withheld
until I provide a number.
(2) I am not subject to backup withholding because I am exempt from backup withholding, I have not
been notified by the Service that I am subject to backup withholding as a result of a failure to
report all interest or dividends or the Service has notified me that I am no longer subject to
backup withholding.
CERTIFICATION INSTRUCTION - You must cross out item (2) above if you have been notified by the Service
that you are subject to backup withholding because of under reporting interest or dividends on your tax
return unless you received a subsequent notification from the Service stating that you are no longer
subject to backup withholding.
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SIGNATURE: DATE:
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NAME:
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ADDRESS:
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