EXHIBIT 99.1
LETTER OF TRANSMITTAL
OF
UNITED STATES CAN COMPANY
OFFER TO EXCHANGE ITS
10 7/8% SERIES B SENIOR SECURED NOTES DUE 2010 (CUSIPS: 911674AG4 AND U91162AB0)
WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR AN EQUAL PRINCIPAL AMOUNT OF
ITS 10 7/8% SENIOR SECURED NOTES DUE 2010 (CUSIP: [ ])
WHICH HAVE NOT BEEN SO REGISTERED
PURSUANT TO THE PROSPECTUS
DATED , 2003
This Letter of Transmittal, Certificates (as defined below) and any other
required documents should be sent or delivered by each holder of Notes (as
defined below) or such holder's agent to the Exchange Agent at the address set
forth below.
The Exchange Agent for the Exchange Offer is:
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
<Table>
<Caption>
By Registered and Certified Mail By Overnight Courier or Regular By Hand Delivery
Wells Fargo Bank Minnesota, N.A. Mail: Wells Fargo Bank Minnesota, N.A.
Corporate Trust Operations Wells Fargo Bank Minnesota, N.A. Corporate Trust Services
MAC N9303-121 Corporate Trust Operations Northstar East Building - 12(th)
P.O. Box 1517 MAC N9303-121 Floor
Minneapolis, MN 55480 6(th) & Marquette Avenue 608 2nd Avenue South
Attention: Reorg. Group Minneapolis, MN 55479 Minneapolis, MN 55402
Attention: Reorg. Group Attention: Reorg. Group
</Table>
or
Facsimile: (612) 667-4927
Confirm by Telephone: (612) 667-9764
For Information Call: (800) 344-5128
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH
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 EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2003, UNLESS EXTENDED.
Capitalized terms used herein but not defined shall have the same meaning
given them in the Prospectus (as defined below).
The undersigned acknowledges receipt of the Prospectus dated ,
2003 (the "Prospectus") of United States Can Company (the "Purchaser"), and this
Letter of Transmittal (the "Letter of Transmittal"), which together describe the
Purchaser's offer (the "Exchange Offer") to exchange its 10 7/8% Series B Senior
Secured Notes due 2010 (the "Exchange Notes"), which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), for each of its
outstanding 10 7/8% Senior Secured Notes due 2010 (the "Notes") from the holders
thereof.
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Notes for which they may be exchanged pursuant to the Exchange Offer, except
that (i) the Exchange Notes will bear a Series B designation; (ii) the Exchange
Notes will have been registered under the Securities Act and, therefore, they
generally will not bear legends restricting their transfer;
and (iii) the holders of Exchange Notes will not be entitled to rights under the
Registration Rights Agreement (as defined below).
This Letter of Transmittal is to be completed by holders of Notes either if
Notes are to be forwarded herewith or if tenders of Notes are to be made by
book-entry transfer to the Exchange Agent's account at The Depository Trust
Company ("DTC") pursuant to the procedures set forth in "The Exchange
Offer--Procedures for Tendering" in the Prospectus and an Agent's Message (as
defined herein) is not delivered.
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.
Holders of Notes whose certificates ("Certificates") for such Notes are not
immediately available or who cannot deliver their Certificates and all other
documents required hereby to the Exchange Agent on or prior to the Expiration
Date (as defined in "Exchange Offer--Expiration Dates; Extensions; Amendments"
of the Prospectus) or who cannot comply with the book-entry transfer procedures
on a timely basis must tender their Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" of
the Prospectus.
THE PURCHASER IS NOT MAKING THE EXCHANGE OFFER TO HOLDERS OF NOTES IN ANY
JURISDICTION IN WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE OF THE EXCHANGE OFFER
WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH
JURISDICTION. THE PURCHASER ALSO WILL NOT ACCEPT SURRENDERS FOR EXCHANGE FROM
HOLDERS OF NOTES IN ANY JURISDICTION IN WHICH THE EXCHANGE OFFER OR THE
ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES
OR BLUE SKY LAWS OF SUCH JURISDICTION.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
List below the Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the Certificate numbers and/or the number of
Notes tendered should be listed on a separate signed schedule and attached
hereto.
NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------
ALL TENDERING HOLDERS MUST COMPLETE THIS BOX.
- ----------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES TENDERED
- ----------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) NOTES TENDERED
APPEAR(S) ON NOTES TENDERED) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT OF
CERTIFICATE NUMBER(S)* NOTES TENDERED**
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Shares
- ----------------------------------------------------------------------------------------------------------
</Table>
* Need not be completed by holders tendering by book-entry transfer.
** All Notes held shall be deemed tendered unless a lesser number is specified
in this column.
- --------------------------------------------------------------------------------
BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF NOTES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO THE
ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: -------------------------------------------------
DTC Account Number: ------------------------------------------------------------
Transaction Code Number: -------------------------------------------------------
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Name(s) Holder(s): ---------------------------------------
Window Ticket Number (if any): -------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery: ----------------------------
Name of Institution which Guaranteed Delivery: ---------------------------------
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution: --------------------------------------------
DTC Account Number: -------------------------------------------------------
Transaction Code Number: --------------------------------------------------
[ ] CHECK HERE IF NOTES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER AND
NON-EXCHANGED NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER
SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE NOTES FOR YOUR OWN
ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH
TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: --------------------------------------------------------------------------
Address: -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
Ladies and Gentlemen:
The undersigned hereby tenders to the Purchaser the above-described
principal amount of the Purchaser's outstanding Notes in exchange for a like
principal amount of the Purchaser's new Exchange Notes which have been
registered under the Securities Act upon the terms and subject to the conditions
set forth in the Prospectus, receipt of which is acknowledged, and in this
Letter of Transmittal.
Subject to and effective upon the acceptance for exchange of all or any
portion of the Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Purchaser all right, title and interest in and to such Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in-fact (with full knowledge that
the Exchange Agent is also acting as agent of the Purchaser in connection with
the Exchange Offer) with respect to the tendered Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificates for Notes to the Purchaser, together
with all accompanying evidences of transfer and authenticity to, or upon the
order of, the Purchaser, upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to be issued in exchange for such
Notes, (ii) present Certificates for such Notes for transfer, and to transfer
the Notes on the books of the Purchaser, and (iii) receive for the account of
the Purchaser all benefits and otherwise exercise all rights of beneficial
ownership of such Notes, all in accordance with the terms and conditions of the
Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
PURCHASER WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE NOTES
TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE PURCHASER OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE NOTES TENDERED HEREBY, AND
THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS
AGREEMENT (DEFINED BELOW). THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE
TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Notes. The
Certificate number(s) and the Notes that the undersigned wishes to tender should
be indicated in the appropriate boxes above.
If any tendered Notes are not exchanged pursuant to the Exchange Offer for
any reason, or if Certificates are submitted for more Notes than are tendered or
accepted for exchange, Certificates for such nonexchanged or nontendered Notes
will be returned (or, in the case of Notes tendered by book-entry transfer, such
Notes will be credited to an account maintained at DTC), without expense to the
tendering holder, promptly following the expiration or termination of the
Exchange Offer.
If the undersigned is a broker-dealer holding Notes acquired for its own
account as a result of market-making activities or other trading activities (a
"Participating Broker-Dealer"), it agrees to deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of Exchange
Notes received in respect of such Notes pursuant to the Exchange Offer.
The undersigned understands that tenders of Notes pursuant to any one of
the procedures described in "The Exchange Offer--Procedures for Tendering" in
the Prospectus and in the instructions will, upon the Purchaser's acceptance for
exchange of such tendered Notes, constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Exchange Offer. The
undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Purchaser may not be required to accept for exchange any of the
Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Notes, that such Exchange Notes be credited to the account indicated
above maintained at DTC. If applicable, substitute Certificates representing
Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Notes, will be credited
to the account indicated above maintained at DTC. Similarly, unless otherwise
indicated under "Special Delivery Instructions" below, please deliver Exchange
Notes to the undersigned at the address shown below the undersigned's signature.
BY TENDERING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) ANY EXCHANGE NOTES TO BE
RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS
BUSINESS, (II) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN THE DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, AND (III) THE
UNDERSIGNED IS NOT AN "AFFILIATE" (AS DEFINED IN RULE 405 OF THE SECURITIES ACT)
OF THE PURCHASER, OR IF IT IS AN AFFILIATE, IT WILL COMPLY WITH THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT TO THE EXTENT
PRACTICABLE. ANY HOLDER OF NOTES THAT IS NOT A BROKER-DEALER AND THAT IS USING
THE EXCHANGE OFFER TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE
SECURITIES ACT) OF EXCHANGE NOTES IS HEREBY NOTIFIED (1) THAT IT WILL NOT BE
ABLE TO RELY ON THE POSITION OF THE STAFF OF THE DIVISION OF CORPORATE FINANCE
OF THE SECURITIES AND EXCHANGE COMMISSION (THE "STAFF") SET FORTH IN EXXON
CAPITAL HOLDINGS CORPORATION (AVAILABLE APRIL 13, 1989) AND SIMILAR LETTERS AND
(2) THAT IT MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF EXCHANGE
NOTES.
ANY HOLDER OF NOTES THAT IS A BROKER-DEALER, BY TENDERING NOTES PURSUANT TO
THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, REPRESENTS AND
AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF TO
THIRD PARTIES, THAT (A) SUCH NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A
NOMINEE, OR (B) SUCH NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND
IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME)
MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF
SUCH EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A
PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN
"UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
The Purchaser has agreed that, subject to the provisions of the
registration rights agreement described in the Prospectus (the "Registration
Rights Agreement"), the Prospectus, as it may be amended or supplemented from
time to time, may be used by a Participating Broker-Dealer in connection with
resales of Exchange Notes received in exchange for Notes, where such Notes were
acquired by such Participating Broker-Dealer for its own account as a result of
market-making activities or other trading activities, for a period ending one
year after the Expiration Date (subject to extension under certain limited
circumstances described in the Prospectus) or the earliest of: (1) the date on
which a person other than a broker-dealer for an Exchange Note has exchanged
such Exchange Note; (2) following the exchange by a broker-dealer in the
Exchange Offer of a Note for an Exchange Note, the date on which such Exchange
Note is sold to a purchaser who receives from such broker-dealer before the date
of such sale a copy of the Prospectus; (3) the date on which such Note has been
effectively registered under the Securities Act and disposed of
in accordance with the shelf registration statement; or (4) the date on which
such Note is distributed to the public pursuant to Rule 144 under the Securities
Act. In that regard, each Participating Broker-Dealer, by tendering such Notes
and executing this Letter of Transmittal, agrees that, upon receipt of notice
from the Purchaser of the occurrence of any event or the discovery of any fact
which makes any statement contained or incorporated by reference in the
Prospectus, in light of the circumstances under which they were made, not
misleading or of the occurrence of certain other events specified in the
Registration Rights Agreement, such Participating Broker-Dealer will suspend the
sale of Exchange Notes pursuant to the Prospectus until the Purchaser has
amended or supplemented the Prospectus to correct such misstatement or omission
and has furnished copies of the amended or supplemented Prospectus to the
Participating Broker-Dealer or the Purchaser has given notice that the sale of
the Exchange Notes may be resumed, as the case may be. If the Purchaser gives
such notice to suspend the sale of the Exchange Notes, it shall extend the
one-year period referred to above during which Participating Broker-Dealers are
entitled to use the Prospectus in connection with the resale of Exchange Notes
by the number of days during the period from and including the date of the
giving of such notice to and including the date when Participating
Broker-Dealers shall have received copies of the supplemented or amended
Prospectus necessary to permit resales of the Exchange Notes or to and including
the date on which the Purchaser has given notice that the sale of Exchange Notes
may be resumed, as the case may be.
The undersigned understands that all resales of the Exchange Notes must be
made in compliance with applicable state securities or Blue Sky laws. If a
resale does not qualify for an exemption from these laws, the undersigned
acknowledges that it may be necessary to register or qualify the Exchange Notes
in a particular state or to make the resale through a licensed broker-dealer in
order to comply with these laws. The undersigned further understands that the
Purchaser assumes no responsibility regarding compliance with state securities
or Blue Sky laws in connection with resales.
As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of Exchange Notes received in exchange for
Notes pursuant to the Exchange Offer must notify the Purchaser, or cause the
Purchaser to be notified, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space provided
above or may be delivered to the Exchange Agent at the address set forth in the
Prospectus under "The Exchange Offer--Exchange Agent."
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
(NOTE: SIGNATURES(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Notes hereby tendered or on a security position listing,
or by any person(s) authorized to become the registered holder(s) by
endorsements and documents transmitted herewith (including such opinions of
counsel, certificates and other information as may be required by the Purchaser
for the Notes to comply with any restrictions on transfer applicable to the
Notes). If signature is by an attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or another acting in a fiduciary
capacity or representative capacity, please set forth the signer's full title.
See Instruction 5.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Date: ____________________ , 2003
Name(s): -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity or Title: -------------------------------------------------------------
Address: -----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ------------------------------------------------
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION NUMBER(S))
================================================================================
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Exchange Notes or any Notes that are not tendered are
to be issued in the name of someone other than the registered holder of the
Notes whose name(s) appear(s) above.
ISSUE:
[ ] Exchange Notes to:
[ ] Notes not tendered to:
Name(s)*: --------------------------------------------
- ------------------------------------------------------
(PLEASE PRINT)
Address: ---------------------------------------------
- ------------------------------------------------------
(ZIP CODE)
- ------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE ENCLOSED SUBSTITUTE FORM W-9)
* Such person(s) must properly complete the substitute Form W-9 below or the
proper version of IRS Form W-8, as applicable.
================================================================================
================================================================================
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Exchange Notes or any Notes that are not tendered are
to be sent to someone other than the registered holder of the Notes whose
name(s) appear(s) above, or to the registered holder(s) at an address other than
that shown above.
MAIL:
[ ] Exchange Notes to:
[ ] Notes not tendered to:
Name(s)*: --------------------------------------------
- ------------------------------------------------------
(PLEASE PRINT)
Address: ---------------------------------------------
- ------------------------------------------------------
(ZIP CODE)
* Such person(s) must properly complete the substitute form W-9 below or the
proper version of IRS Form W-8, as applicable.
================================================================================
================================================================================
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 2 AND 5)
Authorized Signature: ----------------------------------------------------------
Name: --------------------------------------------------------------------------
(PLEASE PRINT OR TYPE)
Full Title: --------------------------------------------------------------------
Name of Firm: ------------------------------------------------------------------
Address: -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(ZIP CODE)
Area Code and Telephone Number: ------------------------------------------------
Dated: ________________ , 2003
================================================================================
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of Letter of Transmittal and Notes; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed either if (a) tenders
are to be made pursuant to the procedures for tender by book-entry transfer set
forth in "The Exchange Offer--Procedures for Tendering" in the Prospectus and an
Agent's Message is not delivered or (b) Certificates are to be forwarded
herewith. Timely confirmation of a book-entry transfer of such Notes into the
Exchange Agent's account at DTC, or Certificates as well as this Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its addresses
set forth herein on or prior to the Expiration Date. Tenders by book-entry
transfer may also be made by delivering an Agent's Message in lieu of this
Letter of Transmittal. The term "Agent's Message" means a message, transmitted
by DTC to, and received by, the Exchange Agent and forming a part of a
book-entry confirmation, which states that DTC has received an express
acknowledgment from the tendering Participant, which acknowledgment states that
such Participant has received and agrees to be bound by the Letter of
Transmittal and that the Purchaser may enforce the Letter of Transmittal against
such Participant. The term "book-entry confirmation" means a timely confirmation
of book-entry transfer of Notes into the Exchange Agent's account at DTC. In the
case of an Agent's Message relating to guaranteed delivery, the term means a
message transmitted by DTC and received by the exchange agent that states that
DTC has received an express acknowledgment from the DTC participant that such
participant has received and agrees to be bound by the Notice of Guaranteed
Delivery.
Holders who wish to tender their Notes and (i) whose Notes are not
immediately available, (ii) who cannot deliver their Notes, this Letter of
Transmittal and any other required documents to the Exchange Agent on or prior
to the Expiration Date or (iii) who cannot complete the procedures for
book-entry transfer on or prior to the Expiration Date may tender their Notes by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such
procedures: (a) such tender must be made by or through an Eligible Institution
(as defined below); (b) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Purchaser,
must be received by the Exchange Agent on or prior to the Expiration Date; and
(c) the Certificates (or a book-entry confirmation) representing tendered Notes,
in proper form for transfer, together with a Letter of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof), properly completed and duly
executed, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within five business days after the Expiration Date, all as provided in "The
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Notes to be
properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration
Date. As used herein and in the Prospectus, "Eligible Institution" means a firm
or other entity identified in Rule 17Ad-15 under the Exchange Act as "an
eligible guarantor institution," including (as such terms are defined therein):
(i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or
government securities broker or dealer; (iii) a credit union; (iv) a national
securities exchange, registered securities association or clearing agency; or
(v) a savings association that is a participant in a Securities Transfer
Association.
THE METHOD OF DELIVERY OF NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
THE PURCHASER WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS. EACH TENDERING HOLDER, BY EXECUTION OF A LETTER OF TRANSMITTAL (OR
FACSIMILE THEREOF OR AGENT'S MESSAGE IN LIEU THEREOF), WAIVES ANY RIGHT TO
RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.
2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any participant
in DTC whose name appears on a security position listing as the owner of
the Notes) of Notes tendered herewith, unless such holder(s) has completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" above, or
(ii) such Notes are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
"Description of Notes Tendered" above is inadequate, the Certificate number(s)
and/or the principal amount of Notes and any other required information should
be listed on a separate signed schedule and such schedule should be attached to
this Letter of Transmittal.
4. Partial Tenders and Withdrawal Rights. If less than all the Notes
evidenced by any Certificate submitted are to be tendered, fill in the principal
amount of Notes which are to be tendered in the box entitled "Principal Amount
of Notes Tendered." In such case, new Certificate(s) for the remainder of the
Notes that were evidenced by the old Certificate(s) will be sent to the holder
of the Notes, promptly after the Expiration Date. All Notes represented by
Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Notes may be withdrawn at
any time on or prior to the Expiration Date. In order for a withdrawal to be
effective on or prior to that time, a written, telegraphic, telex or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth above or in the Prospectus on
or prior to the Expiration Date. Any such notice of withdrawal must (i) specify
the name of the person who tendered the Notes to be withdrawn, (ii) identify the
Notes to be withdrawn, including the Certificate number(s) and the aggregate
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
with the withdrawal of Notes, (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 sufficient to permit the
Exchange Agent to register the transfer of such Notes into the name of the
person withdrawing the tender and (iv) if Certificates for Notes have been
tendered, the name of the registered holder of the Notes as set forth on the
Certificate for the Notes, if different from that of the person who tendered
such Notes. Withdrawals of tenders of Notes may not be rescinded. Notes properly
withdrawn will not be deemed validly tendered for purposes of the Exchange
Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the Prospectus
under "The Exchange Offer--Procedures for Tendering."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Purchaser, in its
sole discretion, which determination shall be final and binding on all parties.
Neither the Purchaser, any affiliates or assigns of the Purchaser, the Exchange
Agent nor any other person shall be under any duty to give any notification of
any irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification. Any Notes which have been tendered but
which are withdrawn will be returned to the holder thereof without cost to such
holder promptly after withdrawal.
5. Signatures on Letter of Transmittal, Assignments and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Notes
tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the Certificate(s) or on a
security position listing without alteration, enlargement or any change
whatsoever.
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 any tendered Notes are registered in different name(s) on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof or Agent's Message in lieu
thereof) as there are different registrations of Certificates.
If this Letter of Transmittal or any Certificates 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 must submit proper evidence
satisfactory to the Purchaser, in its sole discretion, of such persons'
authority to so act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or
separate bond power(s) are required unless Exchange Notes are to be issued in
the name of a person other than the registered holder(s). Signature(s) on such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Notes listed, the Certificates must be endorsed or
accompanied by appropriate bond powers, signed exactly as the name or names of
the registered owner(s) appear(s) on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information as
the Purchaser may require in accordance with the restrictions on transfer
applicable to the Notes. Signatures on such Certificates or bond powers must be
guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If Exchange Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Notes not exchanged will be returned by mail or, if tendered by
book-entry transfer, by crediting the account indicated above maintained at DTC.
See Instruction 4.
7. Irregularities. The Purchaser will determine, in its sole discretion,
all questions as to the form of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of Notes which
determination shall be final and binding on all parties. The Purchaser reserves
the absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by it not to be in proper form or the acceptance of which, or
exchange for, may, in the view of counsel to the Purchaser, be unlawful. The
Purchaser also reserves the absolute right, subject to applicable law, to waive
any of the conditions of the Exchange Offer set forth in the Prospectus under
"The Exchange Offer--Conditions of the Exchange Offer" or any conditions or
irregularity in any tender of Notes of any particular holder whether or not
similar conditions or irregularities are waived in the case of other holders.
The Purchaser's interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) will be final
and binding. No tender of Notes will be deemed to have been validly made until
all irregularities with respect to such tender have been cured or waived.
Neither the Purchaser, any affiliates or assigns of the Purchaser, the Exchange
Agent, or any other person shall be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.
8. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance regarding how to complete and tender this Letter of
Transmittal may be directed to the Exchange Agent at its address and telephone
number set forth on the front of this Letter of Transmittal. All other questions
should be directed to Sandra K. Vollman, United States Can Company, 700 E.
Butterfield Road, Suite 250, Lombard, Illinois 60148, Telephone: (630) 678-8000.
Additional copies of the Prospectus, this Letter of Transmittal and the Notice
of Guaranteed Delivery may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. 28% Backup Withholding; Substitute Form W-9. Under U.S. Federal income
tax law, a holder whose tendered Notes are accepted for exchange is required to
provide the Exchange Agent with such
holder's correct taxpayer identification number ("TIN") on Substitute Form W-9
below. If the Exchange Agent is not provided with the correct TIN, the Internal
Revenue Service (the "IRS") may subject the holder or other payee to a $50
penalty. In addition, payments to such holders or other payees with respect to
Notes exchanged pursuant to the Exchange Offer may be subject to 28% backup
withholding.
The box in Part 3 of the Substitute Form W-9 may 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, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 28% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60-day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60-day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
28% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Notes or of the last transferee appearing on the transfers attached to, or
endorsed on, the Notes. If the Notes are registered in more than one name or are
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.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's foreign status.
Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
A non-U.S. holder should submit to the Exchange Agent the appropriate
version of an IRS Form W-8, properly completed, including certification of such
individual's foreign status, and signed under penalty of perjury. IRS Form
W-8BEN is the version of IRS Form W-8 most likely to apply to foreign persons
claiming exemption from backup withholding. Non-U.S. persons should carefully
read the instructions to IRS Form W-8BEN and, if applicable, complete the
required information, sign, and date the IRS Form W-8BEN and return the form to
the Exchange Agent with the completed Letter of Transmittal. In certain cases,
IRS Form W-8BEN may not be the proper IRS form to be completed and returned,
depending on the status of the foreign person claiming exemption from backup
withholding. If you are a non-U.S. holder, you must complete and return the
appropriate version of IRS Form W-8. IRS Form W-8BEN and other IRS Forms W-8 are
available from the IRS website at http://www.irs.gov.
Backup withholding is not an additional U.S. Federal income tax. Rather,
the U.S. Federal income tax liability of a person 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.
10. Lost, Destroyed or Stolen Certificates. If any Certificate(s)
representing Notes have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Certificate(s) have been followed.
11. Security Transfer Taxes. Holders who tender their Notes for exchange
will not be obligated to pay any transfer taxes in connection therewith. If,
however, Exchange Notes are to be delivered to, or are to be issued in the name
of, any person other than the registered holder of the Notes tendered, or if a
transfer tax is imposed for any reason other than the exchange of Notes in
connection with the Exchange Offer, then the amount of any such transfer tax
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers and individual taxpayer identification numbers have nine
digits separated by two hyphens - e.g. 000-00-0000. Employer identification
numbers have nine digits separated by only one hyphen - e.g. 00-0000000. The
table below will help determine the number to give the payer.
<Table>
<Caption>
- ------------------------------------------------------------
GIVE NAME AND THE
SOCIAL SECURITY
NUMBER (OR INDIVIDUAL
TAXPAYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER) OF --
- ------------------------------------------------------------
1. Individual The individual
2. Two or more individuals (joint The actual owner of the
account) account or, if combined
funds, the first
individual on the
account
3. Custodian account of a minor The minor
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee
trust (grantor is also
trustee)
b. So-called trust account The actual owner
that is not a legal or valid
trust under State law
- ------------------------------------------------------------
</Table>
<Table>
<Caption>
- -----------------------------------------------------------
GIVE NAME AND THE
EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- -----------------------------------------------------------
- ------------------------------------------------------------
5. Sole proprietorship or single The owner (or the
owner LLC owner's Social
Security number or
individual taxpayer
identification number)
(you must show the
name of the owner but
you may also enter
your business or
"doing business as"
name)
6. A valid trust, estate or The legal entity (do
pension trust not furnish the
taxpayer
identification number
of the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title)
7. Corporate or LLC electing The corporation
corporate status on Form 8832
8. Religious, charitable, or The organization
educational organization or an
association, club or other
tax-exempt organization
9. Partnership or multi-member The partnership
LLC
10. A broker or registered nominee The broker or nominee
11. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State
or local government, school
district, or prison) that
receives agricultural program
payments
- -----------------------------------------------------------
</Table>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card, Form SS-4, Application for Employer
Identification Number or Form W-7, Application for Individual Taxpayer
Identification Number, at the local office of the Social Security Administration
or the Internal Revenue Service and apply for a number.
To complete Substitute Form W-9,while your application for a taxpayer
identification number is pending, write "Applied For" in the space for the
taxpayer identification number in Part 1, sign and date the Form, and return it
to the requester.
PAYEE EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - an organization exempt from tax under section 501(a), any individual
retirement plan or a custodian account under section 403(b)(7) if the account
satisfies the requirements of section 401(f)(2);
- - the United States or any agency or instrumentality thereof;
- - a state, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities;
- - an international organization or any agency or instrumentality thereof; and
- - a foreign government or any political subdivision, agency or instrumentality.
Payees that may be specifically exempted from backup withholding on payments of
dividends and certain other payments include the following:
- - a corporation;
- - a financial institution;
- - a futures commission merchant registered with the Commodity Futures Trading
Commission;
- - a dealer in securities or commodities registered in the U.S., the District of
Columbia or a possession of the United States;
- - a real estate investment trust;
- - a nominee or custodian;
- - a common trust fund operated by a bank under section 584(a);
- - a trust exempt from tax under section 664 or described in section 4947;
- - an entity registered at all times during the taxable year under the Investment
Company Act of 1940; and
- - a foreign central bank of issue.
Exempt payees should file Form W-9 to avoid possible erroneous backup
withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION
NUMBER, CHECK THE BOX LABELLED "EXEMPT FROM BACKUP WITHHOLDING," SIGN AND DATE
THE FORM AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and may also provide this information to various
government agencies for, among other things, tax enforcement or litigation
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividends, and certain other payments to a payee who does not furnish
a taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
1. Penalty for Failure to Furnish Taxpayer identification Number. -- If you
fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty or $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
2. Civil Penalty for False Information With Respect to Withholding. -- If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
3. Criminal Penalty for Falsifying Information. -- Falsifying certifications or
affirmations may be subject to criminal penalties, including fines and/or
imprisonment.
4.Misuse of Taxpayer Identification Numbers. -- If the requester discloses or
uses taxpayer identification numbers in violation of Federal Law, the
requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX
ADVISOR OR THE INTERNAL REVENUE SERVICE.
PAYER'S NAME: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, AS
EXCHANGE AGENT
<Table>
- ------------------------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT ----------------------------
SUBSTITUTE AND CERTIFY BY SIGNING AND DATING BELOW. SOCIAL SECURITY OR EMPLOYER
FORM W-9 IDENTIFICATION NUMBER
----------------------------
(IF AWAITING TIN WRITE
"APPLIED FOR")
----------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE PART 2 -- CERTIFICATES -- UNDER PENALTIES OF PERJURY, PART 3 --
I CERTIFY THAT AWAITING TIN [ ]
(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),
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE: PART 4 --
(A) I AM EXEMPT FROM BACKUP WITHHOLDING, OR (B) I EXEMPT [ ]
HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE
SERVICE (THE "IRS") THAT I AM SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT
ALL INTEREST OR DIVIDENDS, OR (C) THE IRS HAS PART 5 --ENTITY TYPE
NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP INDIVIDUAL/SOLE PROPRIETOR [ ]
WITHHOLDING, AND
(3) I AM A U.S. PERSON (INCLUDING A U.S. RESIDENT CORPORATION [ ]
ALIEN).
PARTNERSHIP [ ]
OTHER [ ]
----------------------------------------------------------------------------------------
</Table>
<Table>
CERTIFICATION INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
PAYER'S REQUEST FOR UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN. HOWEVER, IF AFTER BEING
TAXPAYER IDENTIFICATION NOTIFIED BY THE IRS THAT YOU WERE SUBJECT TO BACKUP WITHHOLDING YOU RECEIVED
NUMBER ("TIN") AND ANOTHER NOTIFICATION FROM THE IRS THAT YOU ARE NO LONGER SUBJECT TO BACKUP
CERTIFICATION WITHHOLDING, DO NOT CROSS OUT SUCH ITEM (2). IF YOU ARE EXEMPT FROM BACKUP
WITHHOLDING, CHECK THE BOX IN PART 4 ABOVE.
SIGNATURE: ---------------------------- DATE: ---------------------------, 2003
- -----------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. 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.
<Table>
- -----------------------------------------------------------------------------------------------------------------------
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 SIXTY (60) DAYS, 28% OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD, BUT
WILL BE REFUNDED TO ME IF I PROVIDE A CERTIFIED TAXPAYER IDENTIFICATION NUMBER WITHIN 60 DAYS.
</Table>
<Table>
Signature: ----------------------------------- Date: ------------------------, 2003
- --------------------------------------------------------------------------------------------------------------------
</Table>