1
Exhibit 99.1
LETTER OF TRANSMITTAL
HOLMES PRODUCTS CORP.
OFFER TO EXCHANGE
9 7/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES D
FOR ANY AND ALL OF THE OUTSTANDING
9 7/8% SENIOR SUBORDINATED NOTES, DUE 2007, SERIES C
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON _______, _______, 1999, UNLESS THE
OFFER IS EXTENDED.
STATE STREET BANK AND TRUST COMPANY
(THE "EXCHANGE AGENT")
Return this Letter of Transmittal to the Exchange Agent as follows:
By Mail By Facsimile Transmission: By Hand or
Overnight Courier:
(registered or certified (617) 664-5290
mail recommended): State Street Bank and
Trust Company
Corporate Trust Department
State Street Bank Confirm by Telephone
and Trust Company or for Information Call:
Corporate Trust Department (617) 664-5587 4th Floor
P.O. Box 778 Two International Place
Boston, MA 02102-0078 Boston, MA 02110
MORROW & CO., INC.
(THE "INFORMATION AGENT")
For Information or Additional Copies, Contact the Information Agent at:
909 Third Avenue
New York, NY 10022-4799
Telephone: (212) 754-8000
Facsimile: (212) 754-8300
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE 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.
2
By execution hereof, the undersigned hereby acknowledges receipt of the
Prospectus dated ________, 1999 (the "Prospectus") of Holmes Products Corp.(the
"Company") and this Letter of Transmittal, which together constitute the
Company's offer (the "Exchange Offer") to exchange $1,000 in principal amount of
its 9 7/8% Senior Subordinated Notes due 2007, Series D (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
is a part, for each $1,000 in principal amount of its outstanding 9 7/8% Senior
Subordinated Notes due 2007, Series C (the "Notes"). The term "Expiration Date"
shall mean 5:00 p.m., New York City time, on _______, 1999, unless the Exchange
Offer is extended, in which case the term "Expiration Date" means the latest
date and time to which the Exchange Offer is extended. Capitalized terms used
but not defined herein have the meaning given to them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT.
List below the Notes to which this Letter of Transmittal relates. If
the space indicated is inadequate, the Certificate or Registration Numbers and
the Principal Amounts should be listed on a separately signed schedule affixed
hereto.
DESCRIPTION OF SENIOR SUBORDINATED NOTES TENDERED HEREBY
(PLEASE COMPLETE TABLE BELOW)
NAMES(S) AND ADDRESS(ES) OF CERTIFICATE OR REGISTRATION AGGREGATE PRINCIPAL AMOUNT
REGISTERED OWNER(S) NUMBERS* REPRESENTED BY NOTES **
- ------------------------------ --------------------------- ----------------------------------
TOTAL: $
* Need not be completed by Book-Entry Holders.
** Unless otherwise indicated below, the Holder will be deemed to have
tendered the full amount represented by such Notes. All tenders must be in
integral multiples of $1,000. Amount tendered, if less than the total set
forth above: $________________________.
This Letter of Transmittal is to be used (i) if certificates
representing Notes are to be forwarded herewith, (ii) if tender of Notes is to
be made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company (the "Depository" or "DTC"), pursuant to the
procedures set forth in the Prospectus under "The Exchange Offer -- Procedures
for Tendering" or (iii) if tender of the Notes is to be made according to the
guaranteed delivery procedures described in the Prospectus under "The Exchange
Offer --Guaranteed Delivery Procedures." See Instruction 2. DELIVERY OF
DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
2
3
Unless the context requires otherwise, the term "Holder" with respect
to the Exchange Offer means any person (i) in whose name Notes are registered on
the books of the Company or any other person who has obtained a properly
completed bond power from the registered holder or (ii) whose Notes are held of
record by DTC who desires to deliver such Notes by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this Letter of Transmittal
to indicate the action the undersigned desires to take with respect to the
Exchange Offer. Holders who wish to tender their Notes must complete this letter
in its entirety.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
DEPOSITORY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution_________________________________________________
Account Number________________________________________________________________
Transaction Code Number_______________________________________________________
Holders whose Notes are not immediately available or who cannot deliver
their Notes and all other documents required hereby to the Exchange Agent on or
prior to the Expiration Date may tender their Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 2.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)________________________________________________
Name of Eligible Institution that Guaranteed Delivery_______________________
IF DELIVERED BY BOOK-ENTRY TRANSFER:
Account Number______________________________________________________________
Transfer Code Number________________________________________________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name_______________________________________________________________
Address____________________________________________________________
No. of Copies______________________________________________________
3
4
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 the Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
such Notes tendered hereby, the undersigned hereby exchanges, sells, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to such Notes as are being tendered hereby, including all rights to accrued
and unpaid interest thereon as of the Expiration Date. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that said
Exchange Agent acts as the agent of the Company in connection with the Exchange
Offer) to cause the Notes to be assigned, transferred and exchanged. The
undersigned represents and warrants that it has full power and authority to
tender, exchange, sell, assign and transfer the Notes tendered hereby and to
acquire Exchange Notes issuable upon the exchange of such tendered Notes, and
that when the same are accepted for exchange, the Company will acquire good and
unencumbered title to the tendered Notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.
The undersigned represents to the Company that (i) the Exchange Notes
acquired pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the undersigned; (ii) neither the undersigned nor any such other
person has an arrangement or understanding with any person to participate in a
distribution of such Exchange Notes; and (iii) the undersigned and any such
other person acknowledge that, if they are participating in the Exchange Offer
for the purpose of distributing the Exchange Notes, (a) they cannot rely on the
position of the staff of the Securities and Exchange Commission enunciated in
Exxon Capital Holdings Corporation (available April 13, 1989), Morgan Stanley &
Co., Inc. (available June 5, 1991) or similar no-action letters and, in the
absence of an exemption therefrom, must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with the
resale transaction and (b) failure to comply with such requirements in such
instance could result in the undersigned or any such other person incurring
liability under the Securities Act for which such persons are not indemnified by
the Company. If the undersigned or the person receiving the Exchange Notes
covered by this letter is an affiliate (as defined under Rule 405 of the
Securities Act) of the Company, the Exchange Notes may not be offered for
resale, resold or otherwise transferred by the undersigned or such other person
without registration under the Securities Act or an exemption therefrom. If the
exchange offeree is a broker-dealer holding Notes acquired for its own account
as a result of market-making activities or other trading activities, it will
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; 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 undersigned also warrants that it 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 exchange, sale, assignment and
transfer of tendered Notes or transfer ownership of such Notes on the account
books maintained by a book-entry transfer facility. The undersigned further
agrees that acceptance of any tendered Notes by the Company and the issuance of
Exchange Notes in exchange therefor shall constitute performance in full by the
Company of its obligations under the Registration Rights Agreement, dated
February 5, 1999 and executed in connection with the Notes, and that the Company
shall have no further obligations or liabilities thereunder for the registration
of the Notes or the Exchange Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived, in whole
or in part, by the Company), as more particularly set forth in the Prospectus,
the Company
4
5
may not be required to exchange any of the Notes tendered hereby and, in such
event, the Notes not exchanged will be returned to the undersigned at the
address shown below the signature of the undersigned.
All authority herein conferred or agreed to be conferred shall survive
the death, bankruptcy or incapacity of the undersigned and every obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. TENDERED NOTES MAY
BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
Unless otherwise indicated in the section entitled "Special
Registration Instructions" or the section entitled "Special Delivery
Instructions" in this Letter of Transmittal, certificates for all Exchange Notes
delivered in exchange for tendered Notes, and any Notes delivered herewith but
not exchanged, will be registered in the name of the undersigned and shall be
delivered to the undersigned at the address shown below the signature of the
undersigned. If an Exchange Note is to be issued to a person other than the
person(s) signing this Letter of Transmittal, or if the Exchange Note is to be
mailed to someone other than the person(s) signing this Letter of Transmittal or
to the person(s) signing this Letter of Transmittal at an address different than
the address shown on this Letter of Transmittal, the appropriate sections of
this Letter of Transmittal should be completed. If Notes are surrendered by
Holder(s) that have completed either the section entitled "Special Registration
Instructions" or the section entitled "Special Delivery Instructions" in this
Letter of Transmittal, signature(s) on this Letter of Transmittal must be
guaranteed by an Eligible Institution (as defined in Instruction 2).
SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if the
Exchange Notes are to be issued
or in the name of someone other
than the undersigned.
Issue certificate(s) in the following name:
Name:____________________________________
(Please Print)
Address:_________________________________
_________________________________________
(Include Zip Code)
_________________________________________
(Employer Identification or
Social Security No.)
(Complete Substitute Form W-9 Below)
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the Exchange Notes are to
be sent to someone other than the undersigned,
to the undersigned at an address other than that
shown above under "Description of Senior
Subordinated Notes Tendered Hereby."
Mail certificate(s) to:
Name:________________________
(Please Print)
Address:______________________
______________________________
(Include Zip Code)
(Please print or type)
5
6
REGISTERED HOLDER(S) OF NOTES SIGN HERE
(IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)
X _________________________________________________
X _________________________________________________
(Signature(s) of Registered Holder(s))
Dated:_____________ , 1999
Must be signed by registered Holder(s) exactly as name(s) appear(s) on
the Notes or on a security position listing as the owner of the Notes or by
person(s) authorized to become registered Holder(s) by properly completed bond
powers transmitted herewith. If signature is by attorney-in-fact, trustee,
executor, administrator, guardian, officer of a corporation or other person
acting in a fiduciary capacity, please indicate such capacity below. (Please
print or type):
Name and Capacity (full title):_____________________________________________
Address (including zip code): ______________________________________________
Area Code and Telephone Number:_____________________________________________
Taxpayer Identification or Social Security Number: _________________________
SIGNATURE GUARANTEE
(If Required -- See Instruction 4)
Authorized Signature:__________________________________________________
_______________________________________________________________________
(Signature of Representative of Signature Guarantor)
Name and Title:________________________________________________________
Name of Firm:__________________________________________________________
Area Code and Telephone Number:________________________________________
Dated:_________________________________________________________________
6
7
THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED
- -
PAYOR'S NAME: HOLMES PRODUCTS CORP.
SUBSTITUTE PART I - PLEASE PROVIDE YOUR TIN IN THE BOX
AT RIGHT AND CERTIFY BY SIGNING AND DATING Social Security
FORM W-9 BELOW. or
DEPARTMENT OF THE TREASURY Employee Identification
INTERNAL REVENUE SERVICE ------------------------------------------- Number:
NAME (PLEASE PRINT)
PAYOR'S REQUEST FOR ------------------------
TAXPAYER IDENTIFICATION ------------------------------------------- (If awaiting TIN write
NUMBER (TIN) ADDRESS "Applied For")
AND CERTIFICATION
------------------------------------------
CITY STATE ZIP CODE
------------------------------------------ ---------------------------
PART II -- For Payees NOT subject to backup
withholding, see "Important Tax Information"
in the enclosed Instructions.
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 because either (a) I am
exempt from backup withholding, (b)
I have not been notified by the
Internal Revenue Service ("IRS")
that I am subject to backup
withholding as a result of failure
to report interest or dividends, or
(c) the IRS has notified me that I
am no longer subject to backup
withholding.
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 underreporting
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).
Signature: X Dated: ,1999
----------------------------------------- ----------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES. PLEASE
REVIEW THE ENCLOSED INSTRUCTIONS FOR ADDITIONAL DETAILS.
7
8
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
ON THE SUBSTITUTION 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 THE NUMBER WITHIN 60 DAYS, 31% OF ALL REPORTABLE PAYMENTS
MADE TO ME THEREAFTER WILL BE WITHHELD UNTIL SUCH TIME AS I PROVIDE A NUMBER.
------------------------------------------
SIGNATURE
DATED: , 1999
----------------------------
8
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
All physically delivered Notes or confirmation of any book-entry
transfer to the Exchange Agent's account at a book-entry transfer facility of
Notes tendered by book-entry transfer, as well as a properly completed and duly
executed copy of this Letter of Transmittal or Agent's message (as defined
below), or facsimile thereof, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at any of its addresses set
forth herein on or prior to the Expiration Date. The method of delivery of this
Letter of Transmittal, the tendered Notes and all other required documents is at
the election and risk of the Holder. Instead of delivery by mail, it is
recommended that Holders use an overnight or hand delivery service. Except as
otherwise provided below, the delivery will be deemed made only when actually
received by the Exchange Agent. In all cases, sufficient time should be allowed
to assure timely delivery to the Exchange Agent before the Expiration Date.
The term "Agent's Message" means a message, transmitted by the
Book-Entry Transfer Facility to, and received by, the Depository and forming a
part of a Book-Entry Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility tendering the Notes which are the subject to such
Book-Entry Confirmation, that such participant has received and agrees to be
bound by the terms of the Letter of Transmittal, and that the Company may
enforce such agreement against such participant.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Notes for exchange.
Holders of the Notes that are tendered by book-entry to the Exchange
Agent's account at the Depository Trust Company ("DTC") can execute the tender
through the DTC Automated Tender Offer Program ("ATOP") for which the
transaction will be eligible. DTC participants should transmit their acceptance
to DTC, which will verify the acceptance and execute a book-entry delivery the
Exchange Agent's account at DTC. DTC will then send an Agent's Message to the
Information Agent for its acceptance. DTC participants may also accept the
Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.
Delivery to an address other than as set forth herein, or instructions
via a facsimile number other than the ones set forth herein, will not constitute
a valid delivery.
2. GUARANTEED DELIVERY PROCEDURES.
Holders who wish to tender their Notes, and (i) whose Notes are not
immediately available, or (ii) who cannot deliver their Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent (or comply
with the procedures for book-entry transfer) prior to the Expiration Date, may
effect a tender if:
a. the tender is made through a member firm of a registered national
securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(an "Eligible Institution");
b. prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission,
9
10
mail or hand delivery) setting forth the name and address of the Holder
of the Notes, the certificate or registration number(s) of such Notes
and the principal amount of Notes tendered, stating that the tender is
being made thereby and guaranteeing that, within three (3) business
days after the Expiration Date, the Letter of Transmittal (or facsimile
thereof), together with the certificate(s) representing the Notes to be
tendered in proper form for transfer (or a confirmation of book-entry
transfer of such Notes into the Exchange Agent's account at the
Depository) and any other documents required by the Letter of
Transmittal, will be deposited by the Eligible Institution with the
Exchange Agent; and
c. such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as all tendered Notes in proper form for
transfer (or a confirmation of book-entry transfer of such Notes into
the Exchange Agent's account at the Depository) and all other documents
required by the Letter of Transmittal, are received by the Exchange
Agent within three (3) business days after the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery
will be sent to Holders who wish to tender their Notes according to the
guaranteed delivery procedures set forth above. Any Holder who wishes to tender
Notes pursuant to the guaranteed delivery procedures described above must ensure
that the Exchange Agent receives the Notice of Guaranteed Delivery relating to
such Notes prior to the Expiration Date. Failure to complete the guaranteed
delivery procedures outlined above will not, of itself, affect the validity or
effect a revocation of any Letter of Transmittal form properly completed and
executed by a Holder who attempted to use the guaranteed delivery procedures.
3. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Notes evidenced by a
submitted certificate is tendered, the tendering Holder should fill in the
principal amount tendered in the applicable footnote to the table entitled
"Description of Senior Subordinated Notes Tendered Hereby." A newly issued Note
for the principal amount of Notes submitted but not tendered will be sent to
such Holder as soon as practicable after the Expiration Date. All Notes
delivered to the Exchange Agent will be deemed to have been tendered in full
unless otherwise indicated as described above.
Any Notes tendered pursuant to the Exchange offer may be withdrawn at
any time prior to the Expiration Date, after which tenders of Notes are
irrevocable.
To withdraw a tender of Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent by 5:00 p.m., New York City time, on the Expiration Date. Any such notice
of withdrawal must (i) specify the name of the person having deposited the Notes
to be withdrawn (the "Depositor"), (ii) identify the Notes to be withdrawn
(including the certificate or registration number(s) and principal amount of
such Notes, or, in the case of Notes transferred by book-entry transfer, the
name and number of the account at the DTC to be credited), (iii) be signed by
the Depositor in the same manner as the original signature on this Letter of
Transmittal (including any required signature guarantees) or be accompanied by
documents of transfer sufficient to have the Trustee with respect to the Notes
register the transfer of such Notes into the name of the Depositor withdrawing
the tender, (iv) specify the name in which such Notes are to be registered, if
different from that of the Depositor and (v) include a statement that such
Holder is withdrawing his election to have such Notes exchanged. All questions
as to the validity, form and eligibility (including time of receipt) of such
notices will be determined by the Company, whose determination shall be final
and binding on all parties. Any Notes so withdrawn will be deemed not to have
been validly tendered for purposes of the Exchange Offer, and no Exchange Notes
will be issued with respect thereto unless the Notes so withdrawn are validly
retendered. Any Notes which have been tendered but which are not accepted for
exchange, will be returned to the Holder thereof without cost to such Holder as
soon as practicable after withdrawal, rejection of tender or termination of
Exchange Offer.
10
11
4. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered Holder(s) of
the Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration or enlargement or any
change whatsoever. If this Letter of Transmittal is signed by a participant in
the Depository, the signature must correspond with the name as it appears on the
security position listing as the owner of the Notes.
If any of the Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Notes.
Signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed by an Eligible Institution unless the Notes
tendered hereby are tendered (i) by a registered Holder who has not completed
the section entitled "Special Registration Instructions" or "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or
Holders of Notes (which term, for the purposes described herein, shall include a
participant in the Depository whose name appears on a security listing as the
owner of the Notes) listed and tendered hereby, no endorsements of the tendered
Notes or separate written instruments of transfer or exchange are required. In
any other case, the registered Holder (or acting Holder) must either properly
endorse the Notes or transmit properly completed bond powers with this Letter of
Transmittal (in either case, executed exactly as the name(s) of the registered
Holder(s) appear(s) on the Notes, and, with respect to a participant in the
Depository whose name appears on a security position listing as the owner of
Notes, exactly as the name of the participant appears on such security position
listing), with the signature on the Notes or bond power guaranteed by an
Eligible Institution (except where the Notes are tendered for the account of an
Eligible Institution).
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering Holders should indicate, in the applicable section, the name
and address (or account at the Depository) in which the Exchange Notes or
substitute Notes for principal amounts not tendered or not accepted for exchange
are to be issued (or deposited), if different from the names and addresses or
accounts of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the employer identification number or social
security number of the person named must also be indicated, and the tendering
Holder should complete the applicable section.
If no instructions are given, the Exchange Notes (and any Notes not
tendered or not accepted) will be issued in the name of and sent to the acting
Holder of the Notes or deposited at such Holder's account at the Depository.
6. TRANSFER TAXES.
11
12
The Company shall pay all transfer taxes, if any, applicable to the
exchange of Notes pursuant to the Exchange Offer. If, however, certificates
representing Exchange Notes or Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered Holder of the Notes
tendered, or if tendered Notes are registered in the name of any person other
than the person signing the Letter of Transmittal, or if a transfer tax is
imposed for any reason other than the exchange of Notes pursuant to the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered Holder or any other person) will be payable by the tendering Holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering Holder. Except as provided in this Instruction 6, it will not be
necessary for transfer stamps to be affixed to the Notes listed in the Letter of
Transmittal.
7. WAIVER OF CONDITIONS.
The Company reserves the right, in its reasonable judgment, to waive,
in whole or in part, any of the conditions to the Exchange Offer set forth in
the Prospectus.
8. MUTILATED, LOST, STOLEN OR DESTROYED NOTES.
Any Holder whose Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter of Transmittal and the
Notice of Guaranteed Delivery may be directed to the Information Agent at the
address and telephone number set forth on the first page hereof.
10. VALIDITY AND FORM.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Notes and withdrawal of tendered Notes will be
determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any and all
Notes not properly tendered or any 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 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 Notes must be cured within such
time as the Company shall determine. Neither the Company, the Exchange Agent nor
any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Notes, nor shall any of them incur any
liability for failure to give such notification. Tenders of Notes will not be
deemed to have been made until such irregularities have been cured or waived.
Any Notes received by the Exchange Agent that are not properly tendered and as
to which the defects or irregularities have not been cured or waived will be
returned without cost to such holder by the Exchange Agent to the tendering
Holders of Notes, unless otherwise provided herein, as soon as practicable
following the Expiration Date.
12
13
IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder tendering Notes is required to
provide the Exchange Agent with such Holder's correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9 above. If such Holder is an individual,
the TIN is the Holder's social security number. The Certificate of Awaiting
Taxpayer Identification Number should be completed if the tendering Holder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future. If the Exchange Agent is not provided with the
correct TIN, the Holder may be subject to a penalty imposed by the Internal
Revenue Service. In addition, payments that are made to such Holder with respect
to tendered Notes may be subject to backup withholding. Certain Holders
(including, among others, all domestic corporations and certain foreign
individuals and foreign entities) are not subject to these backup withholding
and reporting requirements. Such a Holder, who satisfies one or more of the
conditions set forth in Part 2 of the Substitute Form W-9, should execute the
certification following such Part 2. In order for a foreign Holder to qualify as
an exempt recipient, that Holder must submit to the Exchange Agent a properly
completed Internal Revenue Service Form W-8, signed under penalties of perjury,
attesting to that Holder's exempt status. Such forms can be obtained from the
Information Agent.
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any amounts otherwise payable to the Holder. Backup withholding
is not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.
13