1
Exhibit 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
9-1/2% SENIOR SUBORDINATED NOTES DUE 2008
OF
HADCO CORPORATION
PURSUANT TO
PROSPECTUS DATED , 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME ON , 1998, UNLESS EXTENDED. TENDERS OF 9-1/2% SENIOR SUBORDINATED
NOTES DUE 2008 MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE
PROSPECTUS AND HEREIN.
The Exchange Agent for the Exchange Offer is:
STATE STREET BANK AND TRUST COMPANY
Facsimile Transmission:
(Eligible Institutions Only)
617-664-5290
Confirm by Telephone:
617-664-5587
By Mail: By Hand/Overnight Delivery:
State Street Bank and Trust Company State Street Bank and Trust Company
Two International Place-- 61 Broadway--
4th Floor 15th Floor
Boston, MA 02110 New York, NY 10006
Attention: Corporate Trust Division/Kellie Attention: Corporate Trust Division/Kellie Mullen
Mullen
Tel.: (617) 664-5587
For Information Call
(617) 664-5587
DESCRIPTION OF ORIGINAL NOTES TENDERED
- ------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Original Notes Tendered
(Please fill in, if blank, exactly as name(s) (Attach additional schedule, if necessary)
appear(s) on Original Notes)
- ------------------------------------------------------ -----------------------------------------------------
(1) (2) (3)
-------------------------- --------------------------
Certificate Number(s) Total Principal Amount
(if applicable) of Original Notes
Tendered
-------------------------- --------------------------
-------------------------- --------------------------
-------------------------- --------------------------
-------------------------- --------------------------
-------------------------- --------------------------
Total
- ------------------------------------------------------ -------------------------- --------------------------
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE PROSPECTUS, DATED ,
1998 (THE "PROSPECTUS"), OF HADCO CORPORATION, A MASSACHUSETTS CORPORATION (THE
"COMPANY"), RELATING TO THE OFFER (THE "EXCHANGE OFFER") OF THE COMPANY, UPON
THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE PROSPECTUS AND HEREIN
AND THE INSTRUCTIONS HERETO, TO EXCHANGE $1,000 PRINCIPAL AMOUNT OF ITS 9-1/2%
SENIOR SUBORDINATED NOTES DUE 2008, WHICH HAVE BEEN
2
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "EXCHANGE NOTES")
FOR EACH $1,000 PRINCIPAL AMOUNT OF THE OUTSTANDING 9-1/2% SENIOR SUBORDINATED
NOTES DUE 2008, (THE "ORIGINAL NOTES"), OF WHICH $200 MILLION AGGREGATE
PRINCIPAL AMOUNT IS OUTSTANDING. THE MINIMUM PERMITTED TENDER IS $1,000
PRINCIPAL AMOUNT OF ORIGINAL NOTES, AND ALL OTHER TENDERS MUST BE IN INTEGRAL
MULTIPLES OF $1,000.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
BY FACSIMILE, 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 will expire at 5:00 p.m., New York City time, on
, 1998 (the "Expiration Date"), unless extended.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES PURSUANT TO
THE EXCHANGE OFFER MUST VALIDLY TENDER THEIR ORIGINAL NOTES TO THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.
This Letter of Transmittal should be used only to exchange the Original
Notes, pursuant to the Exchange Offer as set forth in the Prospectus.
This Letter of Transmittal is to be used (a) if Original Notes are to
be physically delivered to the Exchange Agent or (b) if delivery of Original
Notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company ("DTC" or the "Book-Entry
Transfer Facility") pursuant to the procedures set forth in the Prospectus under
the caption "The Exchange Offer-Procedures for Tendering." Delivery of documents
to the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
Holders whose Original Notes are not immediately available or who
cannot deliver their Original Notes and all other documents required hereby to
the Exchange Agent on or prior to the Expiration Date nevertheless may tender
their Original Notes in accordance with the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer-Guaranteed
Delivery Procedures." See Instruction 1.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL THE SURRENDER OF
ORIGINAL NOTES FOR EXCHANGE BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT
BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Prospectus.
HOLDERS WHO WISH TO EXCHANGE THEIR ORIGINAL NOTES MUST COMPLETE THE BOX
BELOW ENTITLED "METHOD OF DELIVERY," COMPLETE COLUMNS (1) THROUGH (3) IN THE BOX
ON THE COVER ENTITLED "DESCRIPTION OF ORIGINAL NOTES TENDERED" AND SIGN IN THE
APPROPRIATE BOX(ES) BELOW.
2
3
METHOD OF DELIVERY
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED ORIGINAL NOTES ARE ENCLOSED
HEREWITH.
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY SPECIFIED ABOVE AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
------------------------------------------
Name of Book-Entry Transfer Facility:
[ ] The Depository Trust Company
Account Number: Transaction Code Number:
------------------- -------
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING (SEE INSTRUCTIONS 1 AND 4):
Name(s) of Registered Holder(s):
----------------------------------------
Window Ticket Number (if any):
----------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
---------------------
Name of Eligible Institution which Guaranteed Delivery:
-----------------
IF DELIVERED BY THE BOOK-ENTRY TRANSFER FACILITY, CHECK BOX OF BOOK-ENTRY
TRANSFER FACILITY:
[ ] The Depository Trust Company
Account Number: Transaction Code Number:
--------------------- ---------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN ADDITIONAL
COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
------------------------------------------------------------------
Address:
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
3
4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Original Notes
indicated in the box on the cover entitled "Description of Original Notes
Tendered." Subject to, and effective upon, the acceptance for exchange of the
Original Notes tendered hereby, the undersigned hereby irrevocably sells,
assigns and transfers to or upon the order of the Company all right, title and
interest in and to such Original Notes, and 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 also acts as the
agent of the Company and as Trustee under the indenture governing the Original
Notes and the Exchange Notes) with respect to such Original Notes, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to (a) deliver certificates representing such
Original Notes, and to deliver all accompanying evidences of transfer and
authenticity to or upon the order of the Company upon receipt by the Exchange
Agent, as the undersigned's agent, of the Exchange Notes to which the
undersigned is entitled upon the acceptance by the Company of such Original
Notes for exchange pursuant to the Exchange Offer, (b) receive all benefits and
otherwise to exercise all rights of beneficial ownership of such Original Notes,
all in accordance with the terms of the Exchange Offer, and (c) present such
Original Notes for transfer on the register for such Original Notes.
The undersigned acknowledges that prior to this Exchange Offer, there
has been no public market for the Original Notes or the Exchange Notes. If a
market for the Exchange Notes should develop, the Exchange Notes could trade at
a discount from their principal amount. The undersigned is aware that the
Company does not intend to list the Exchange Notes on a national securities
exchange and that there can be no assurance that an active market for the
Exchange Notes will develop.
The undersigned also acknowledges that this Exchange Offer is being
made in reliance on an interpretation by the staff of the Securities and
Exchange Commission (the "Commission") that the Exchange Notes issued pursuant
to the Exchange Offer in exchange for the Original Notes may be offered for
resale, resold and otherwise transferred by any person receiving such Exchange
Notes whether or not such person is the holder thereof, (other than any such
holder or other person which is (i) a broker-dealer that receives Exchange Notes
for its own account in exchange for Original Notes, where such Original Notes
were acquired by such broker-dealer as a result of market-making or other
trading activities, or (ii) an "affiliate" of the Company or any Guarantor
within the meaning of Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act")) without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of business of such holder or other person, such
holder or other person is not engaged in or intending to engage in a
distribution of the Exchange Notes, and such holder or other person has no
arrangement with any person to participate in the distribution of such Exchange
Notes. See Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available
June 5, 1991) and Exxon Capital Holdings Corporation, SEC No-Action Letter
(available May 13, 1988).
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 Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes, it represents that the Original Notes to be exchanged for Exchange Notes
were acquired as a result of market-making or other trading activities and it
acknowledges that it will deliver a prospectus 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 it is an
"underwriter" within the meaning of the Securities Act.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED
FROM OR ON BEHALF OF, HOLDERS OF THE ORIGINAL NOTES IN ANY JURISDICTION IN WHICH
THE MAKING OF THE EXCHANGE OFFER OR
4
5
ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION
OR WOULD OTHERWISE NOT BE IN COMPLIANCE WITH ANY PROVISION OF ANY APPLICABLE
SECURITY LAW.
The undersigned represents that (a) the Exchange Notes acquired
pursuant to the Exchange Offer are being obtained in the ordinary course of
business of the undersigned or other person receiving such Exchange Notes, (b)
neither the undersigned nor any such other person is engaged in or intends to
engage in a distribution of such Exchange Notes, (c) neither the undersigned nor
any such other person has any arrangement or understanding with any person to
participate in a distribution of the Exchange Notes and (d) neither the
undersigned nor any such other person is an "affiliate" as defined under Rule
405 of the Securities Act, of the Company or any Guarantor, or if such holder is
such an affiliate, that such holder will comply with the registration and the
prospectus delivery requirements of the Securities Act in connection with the
disposition of any Exchange Notes to the extent applicable.
The undersigned understands and acknowledges that the Company reserves
the right in its sole discretion to purchase or make offers for any Original
Notes that remain outstanding subsequent to the Expiration Date or, as set forth
in the Prospectus under the caption "The Exchange Offer -- Conditions," to
terminate the Exchange Offer and, to the extent permitted by applicable law,
purchase Original Notes in the open market, in privately negotiated transactions
or otherwise. The terms of any such purchases or offers will differ from the
terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned
accepts the terms and conditions of the Exchange Offer, has full power and
authority to tender, exchange, assign and transfer the Original Notes tendered
hereby, and that when the same are accepted for exchange by the Company, the
Company will acquire good and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim or right. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the sale, assignment and transfer of the Original Notes
tendered hereby.
The undersigned agrees that all authority conferred or agreed to be
conferred by this Letter of Transmittal and every obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. The undersigned also agrees that, except as
stated in the Prospectus, the Original Notes tendered hereby cannot be
withdrawn.
The undersigned understands that tenders of the Original Notes pursuant
to any one of the procedures described in the Prospectus under the caption "The
Exchange Offer-Procedures for Tendering" and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company in
accordance with the terms and subject to the conditions of the Exchange Offer.
The undersigned understands that by tendering Original Notes pursuant
to one of the procedures described in the Prospectus and the instructions
thereto, the tendering holder will be deemed to have waived the right to receive
any payment in respect of interest on the Original Notes accrued up to the date
of issuance of the Exchange Notes.
The undersigned recognizes that, under certain circumstances set forth
in the Prospectus, the Company may not be required to accept for exchange any of
the Original Notes tendered. Original Notes not accepted for exchange or
withdrawn will be returned to the undersigned at the address set forth below
unless otherwise indicated under "Special Delivery Instructions" below.
Unless otherwise indicated herein under the box entitled "Special
Issuance Instructions" below, Exchange Notes, and Original Notes not validly
tendered or accepted for exchange, will be issued in the name of the undersigned
or, in the case of a book-entry transfer of Original Notes, credited to the
account indicated above at DTC. Similarly, unless otherwise indicated under the
box entitled "Special Delivery Instructions" below, Exchange Notes, and Original
Notes not validly tendered or accepted for exchange, will be delivered to the
undersigned at the address shown below the signature of the undersigned or, in
the case of a book-entry transfer of Original Notes, credited to the account
indicated above at DTC. The
5
6
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" to transfer any Original Notes from the name of
the registered holder thereof if the Company does not accept for exchange any of
the principal amount of such Original Notes so tendered.
All questions as to the validity, form, eligibility (including time of
receipt), and withdrawal of the tendered Original Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Original
Notes not properly tendered or any Original 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 irregularities or conditions of tender as
to particular Original 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 on all parties. Unless waived, any
defects or irregularities in connection with tenders of Original Notes must be
cured within such time as the Company shall determine. None of the Company, the
Exchange Agent or any other person shall be under any duty to give notification
of defects or irregularities with respect to tenders of Original Notes, nor
shall any of them incur any liability for failure to give such notification.
Tenders of Original Notes will not be deemed to have been made until such
irregularities have been cured or waived. Any Original 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 (or, in the case
of Original Notes tendered by book-entry transfer, credited to an account at
DTC) without cost to such holder by the Exchange Agent to the tendering holders
of Original Notes, unless otherwise provided in this Letter of Transmittal, as
soon as practicable following the Expiration Date.
THE COMPANY HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF A
REGISTRATION RIGHTS AGREEMENT DATED MAY 13, 1998 BETWEEN THE COMPANY, THE
GUARANTORS AND THE PLACEMENT AGENTS NAME THEREIN, THE PROSPECTUS, AS IT MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A EXCHANGING
BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF EXCHANGE NOTES
RECEIVED IN EXCHANGE FOR ORIGINAL NOTES, WHERE SUCH ORIGINAL NOTES WERE ACQUIRED
BY SUCH EXCHANGING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 180 DAYS AFTER
THE EXPIRATION DATE OR, IF EARLIER, WHEN ALL SUCH EXCHANGE NOTES HAVE BEEN
DISPOSED OF BY SUCH EXCHANGING BROKER-DEALER. IN THAT REGARD, EACH BROKER-DEALER
WHO ACQUIRED ORIGINAL NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR
OTHER TRADING ACTIVITIES (AN "EXCHANGING BROKER-DEALER"), BY TENDERING SUCH
ORIGINAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON
RECEIPT OF NOTICE FROM THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE
DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY
REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE
PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED THEREIN, 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 EXCHANGING BROKER-DEALER WILL SUSPEND
THE SALE OF EXCHANGE NOTES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS
AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR
OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO
THE EXCHANGING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF
THE EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.
6
7
THE UNDERSIGNED, BY COMPLETING THE BOX ON THE COVER ENTITLED
"DESCRIPTION OF ORIGINAL NOTES TENDERED" AND SIGNING THIS LETTER OF TRANSMITTAL,
WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AND MADE CERTAIN
REPRESENTATIONS (INCLUDING AS TO FINANCIAL STATUS) DESCRIBED IN THE PROSPECTUS
AND HEREIN.
SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X
-----------------------------------------------------------------------------
X
-----------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY)
Must be signed by the registered holder(s) of Original Notes exactly as
their name(s) appear(s) on certificate(s) for the Original Notes or by person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted with this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation,
agent or other person is acting in a fiduciary or representative capacity,
please provide the following information. See Instruction 3.
Name(s):
----------------------------------------------------------------------
-----------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
--------------------------------------------------------
Address:
---------------------------------------------------------------------
-----------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone No.:
--------------------------------------------------
Tax Identification or Social Security Number(s):
-----------------------------
SIGNATURE GUARANTEE
(SEE INSTRUCTION 3)
-----------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURE(S))
-----------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NO., INCLUDING AREA CODE, OF FIRM)
-----------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
-----------------------------------------------------------------------------
(PRINTED NAME)
-----------------------------------------------------------------------------
(TITLE)
Date: , 1998
-------------------
7
8
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 6)
To be completed ONLY if certificates for Original Notes in a principal
amount not exchanged and/or certificates for Exchange Notes are to be issued in
the name of someone other than the undersigned, of if Original Notes are to be
returned by credit to an account maintained by the Book-Entry Transfer Facility.
Issue (check appropriate box)
[ ] Exchange Notes to:
[ ] Original Notes to:
Name:
-----------------------------
(Please Print)
Address:
------------------------------
------------------------------
(Zip Code)
------------------------------
Taxpayer Identification Number
(YOU MUST ALSO COMPLETE
SUBSTITUTE FORM W-9 BELOW.)
Credit unaccepted or withdrawn Original Notes
tendered by book-entry transfer to:
[ ] The Depository Trust Company
account set forth below
- --------------------------------------
(DTC ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 6)
To be completed ONLY if certificates for Original Notes in a principal
amount not exchanged and/or certificates for Exchange Notes are to be sent to
someone other than the undersigned at an address other than that shown above.
Deliver (check appropriate box)
[ ] Exchange Notes to:
[ ] Original Notes to:
Name:
-------------------------------
(Please Print)
Address:
------------------------------
------------------------------
(Zip Code)
------------------------------
Taxpayer Identification Number
(YOU MUST ALSO COMPLETE
SUBSTITUTE FORM W-9 BELOW.)
8
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. To be effectively tendered pursuant to the Exchange Offer,
the Original Notes (or timely confirmation of a book-entry transfer of such
Original Notes into the Exchange Agent's account at DTC), together with a
properly completed Letter of Transmittal (or facsimile thereof), duly executed
by the registered holder thereof, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at one of its
addresses set forth on the front page of this Letter of Transmittal. If the
beneficial owner of any Original Notes is not the registered holder, then such
person may validly tender his or her Original Notes only by obtaining and
submitting to the Exchange Agent a properly completed Letter of Transmittal from
the registered holder. ORIGINAL NOTES SHOULD BE DELIVERED ONLY TO THE EXCHANGE
AGENT AND NOT TO THE COMPANY OR TO ANY OTHER PERSON.
THE METHOD OF DELIVERY OF ORIGINAL NOTES AND THE LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND
RISK OF THE HOLDER, BUT IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT THE
HOLDER USE PROPERLY INSURED, REGISTERED OR CERTIFIED MAIL WITH RETURN RECEIPT
REQUESTED. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT ORIGINAL NOTES
USE AN OVERNIGHT OR HAND DELIVERY SERVICE.
IF CERTIFICATES FOR ORIGINAL NOTES ARE SENT BY MAIL, IT IS SUGGESTED
THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO
PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
If a holder desires to tender Original Notes and such holder's Original
Notes are not immediately available or time will not permit such holder's Letter
or Transmittal, Original Notes, or other required documents to reach the
Exchange Agent on or before the Expiration Date or such holder cannot complete
the procedures for book-entry transfer on a timely basis, such holder's tender
may be effected if:
(a) such tender is made by or through an Eligible Institution (as
defined);
(b) prior to the Expiration Date, the Exchange Agent has received a
properly completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) from such Eligible Institution setting
forth the name and address of the holder of such Original Notes, the certificate
number or numbers of such Original Notes and the principal amount of Original
Notes tendered and stating that the tender is being made thereby and
guaranteeing that, within three business days after the Expiration Date, a duly
executed Letter of Transmittal, or facsimile thereof, together with the Original
Notes to be tendered in proper form for transfer (or a confirmation of a
book-entry transfer into the Exchange Agent's account at the Depository of
Original Notes delivered electronically) and any other documents required by
this Letter of Transmittal and the instructions hereto, will be deposited by
such Eligible Institution with the Exchange Agent; and
(c) this Letter of Transmittal (or facsimile thereof), a Notice of
Guaranteed Delivery and Original Notes, in proper form for transfer (or a
confirmation of a book-entry transfer into the Exchange Agent's account at the
Depository of Original Notes delivered electronically), and all other required
documents are received by the Exchange Agent within three business days after
the date of such telegram, facsimile transmission or letter.
9
10
2. WITHDRAWAL OF TENDERS. Tendered Original Notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless
previously accepted for exchange.
To be effective, a written or facsimile transmission notice of
withdrawal must (a) be received by the Exchange Agent at one of its addresses
set forth on the first page of this Letter of Transmittal prior to 5:00 p.m.,
New York City time, on the Expiration Date, unless previously accepted for
exchange, (b) specify the name of the person who tendered the Original Notes,
(c) contain the description of the Original Notes to be withdrawn, the
certificate numbers shown on the particular certificates evidencing such
Original Notes and the aggregate principal amount represented by such Original
Notes and (d) be signed by the holder of such Original Notes in the same manner
as the original signature appears on this Letter of Transmittal (including any
required signature guarantees) or be accompanied by evidence sufficient to have
the Trustee with respect to the Original Notes register the transfer of such
Original Notes into the name of the holder withdrawing the tender. The notice
must also specify the name in which any such Original Notes are to be
registered, if different from that of the depositor of such Original Notes. If
Original Notes have been tendered pursuant to the procedures for book-entry
transfer, the notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawal of the Original Notes. The
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution unless such Original Notes have been tendered (a) by a registered
holder of Original Notes who has not completed either the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (b) for the account of an Eligible Institution.
All questions as to the validly, form and eligibility (including time of
receipt) of such withdrawal notices shall be determined by the Company, whose
determination shall be final and binding on all parties. If the Original Notes
to be withdrawn have been delivered or otherwise identified to the Exchange
Agent, a signed notice of withdrawal is effective immediately upon receipt by
the Exchange Agent of a written or facsimile transmission notice of withdrawal
even if physical release is not yet effected. Withdrawals may not be rescinded,
and any Original Notes withdrawn will thereafter be deemed not validly tendered
for purposes of the Exchange Offer. However, properly withdrawn Original Notes
may be retendered by following one of the procedures described under "The
Exchange Offer -- Procedures for Tendering" in the Prospectus at any time on or
prior to the applicable Expiration Date.
Any Original 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
the Exchange Offer.
Where Original Notes were tendered by book-entry transfer and such
Original Notes are to be returned to the holder thereof for any reason, such
Original Notes will be credited to the account of such holder maintained at DTC,
and such procedure shall satisfy the Company's obligation to return Original
Notes in the event such return is required by the terms described herein and in
the Prospectus.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the registered holder(s) of the Original Notes tendered hereby, the signature
must correspond exactly with the name(s) as written on the face of the
certificates without any change whatsoever.
If any Original Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any Original Notes tendered hereby are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter of Transmittal as there are different
registrations of certificates.
10
11
When this Letter of Transmittal is signed by the registered holder or
holders specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required unless Exchange Notes are to be issued, or
certificates for any untendered principal amount of Original Notes are to be
reissued, to a person other than the registered holder.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any certificate(s) specified herein such certificate(s)
must be endorsed or accompanied by appropriate bond powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s).
If this Letter of Transmittal or a Notice of Guaranteed Delivery 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 unless waived by the Company, proper evidence satisfactory to the
Company of their authority so to act must be submitted.
Except as described below, signatures on this Letter of Transmittal or
a notice of withdrawal, as the case may be, must be guaranteed by an Eligible
Institution. Signatures on this Letter of Transmittal or a notice of withdrawal,
as the case may be, need not be guaranteed if the Original Notes tendered
pursuant hereto are tendered (a) by a registered holder of Original Notes who
has not completed either the box entitled "Special Issuance Instructions" or the
box entitled "Special Delivery Instructions" on this Letter of Transmittal or
(b) for the account of an Eligible Institution. In the event that signatures on
this Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, such guarantee must be by a firm which is a member of
a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust company
having an office or correspondent in the United States (each as "Eligible
Institutions").
Endorsements on certificates for Original Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate in the applicable box the name and address to which certificates for
Exchange Notes and/or substitute certificates evidencing Original Notes for the
principal amounts not exchanged are to be issued or sent, if different from the
name and address of the person signing this Letter of Transmittal. In the case
of issuance in a different name, the employer identification or social security
number of the person named must also be indicated. If no such instructions are
given, any Original Notes not exchanged will be returned to the name and address
of the person signing this Letter of Transmittal.
5. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law of the United States requires that a holder of Original Notes whose Original
Notes are accepted for exchange provide the Company with his correct taxpayer
identification number, which, in the case of a holder who is an individual, is
his or her social security number, or otherwise establish an exemption from
backup withholding. If the Company is not provided with the correct taxpayer
identification number, the exchanging holder of Original Notes may be subject to
a $50 penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
interest on the Exchange Notes acquired pursuant to the Exchange Offer may be
subject to backup withholding in an amount equal to 31% of any interest payment.
If withholding occurs and results in an overpayment of taxes, a refund may be
obtained.
To prevent backup withholding, each exchanging holder of Original Notes
subject to backup withholding must provide his correct taxpayer identification
number by completing the Substitute Form W-9 provided in this Letter of
Transmittal, certifying that the taxpayer identification
11
12
number provided is correct (or that the exchanging holder of Original Notes is
awaiting a taxpayer identification number) and that either (a) the exchanging
holder has not yet notified by the IRS that such holder is subject to backup
withholding as a result of failure to report all interest or dividends or (b)
the IRS has notified the exchanging holder that such holder is no longer subject
to backup withholding.
Certain exchanging holders of Original Notes (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding requirements. A foreign individual and other exempt holders
(i.e. corporations) should certify, in accordance with the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9," to
such exempt status on the Substitute Form W-9 provided in this Letter of
Transmittal.
6. TRANSFER TAXES. Holders tendering pursuant to the Exchange Offer
will not be obligated to pay brokerage commissions or fees or to pay transfer
taxes with respect to their exchange under the Exchange Offer unless the box
entitled "Special Issuance Instructions" in this Letter of Transmittal has been
completed, or unless the Exchange Notes are to be issued to any person other
than the holder of the Original Notes tendered for exchange. The Company will
pay all other charges or expenses in connection with the Exchange Offer. If
holders tender Original Notes for exchange and the Exchange Offer is not
consummated, certificates representing the Original Notes will be returned to
the holders at the Company's expense.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) specified in this Letter
of Transmittal.
7. INADEQUATE SPACE. If the space provided herein is inadequate, the
aggregate principal amount of the Original Notes being tendered and the
certificate numbers (if available) should be listed on a separate schedule
attached hereto and separately signed by all parties required to sign this
Letter of Transmittal.
8. PARTIAL TENDERS. Tenders of Original Notes will be accepted only in
integral multiples of $1,000. If tenders are to be made with respect to less
than the entire principal amount of any Original Notes, fill in the principal
amount of Original Notes which are tendered in column (3) in the box on the
cover entitled "Description of Original Notes Tendered." In the case of partial
tenders, new certificates representing the Original Notes in fully registered
form for the remainder of the principal amount of the Original Notes will be
sent to the person(s) signing this Letter of Transmittal, unless otherwise
indicated in the appropriate place on this Letter of Transmittal, as promptly as
practicable after the expiration or termination of the Exchange Offer.
9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES. Any holder
whose Original Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions.
10. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance or additional copies of the Prospectus or this Letter of Transmittal
may be obtained from the Exchange Agent at its telephone number set forth on the
cover.
12
13
PAYER'S NAME: STATE STREET BANK AND TRUST COMPANY
- --------------------------------------------------------------------------------
SUBSTITUTE Part I - PLEASE PROVIDE
FORM W-9 YOUR TIN IN THE BOX AT
Department of the Treasury RIGHT AND CERTIFY BY ------------------------------
Internal Revenue Service SIGNING AND DATING Social Security Number
BELOW.
Payer's Request for Taxpayer's
Identification Number (TIN) OR
--------------------------
Employer Identification Number
- --------------------------------------------------------------------------------
CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because: (a) I am exempt
from backup withholding, or (b) I 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 notified me that I am no longer subject to backup withholding.
---------------------------------------- -------------------------------
PART II -- AWAITING TIN [ ] PART III -- EXEMPT [ ]
---------------------------------------- -------------------------------
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because of under-reporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were
subject to backup withholding you received another notification from the
IRS that you are no longer subject to backup withholding, do not cross
out item (2). If you are exempt from backup withholding, check the box
in Part III.
Signature Date
-------------------------------- --------------------
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
Please fill out your name and address below:
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
Address (Number and street)
- --------------------------------------------------------------------------------
City, State and Zip Code
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
AND THE SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART II OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payor by the time of
payment, 31% of all reportable payments made to me will be withheld until I
provide a number and that, if I do not provide my taxpayer identification number
within 60 days, such retained amounts shall be remitted to the IRS as backup
withholding.
- ---------------------------------- -------------------------------
Signature Date
13