LETTER OF TRANSMITTAL
TRIMAS CORPORATION
OFFER TO EXCHANGE ITS 9-7/8% SENIOR SUBORDINATED NOTES DUE 2012, WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS
ISSUED AND OUTSTANDING 9-7/8% SENIOR SUBORDINATED NOTES DUE 2012
(CUSIP NO. 896215 AD 2 AND CUSIP NO. U89616 AB 9)
PURSUANT TO THE PROSPECTUS, DATED [ ], 2003
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THE EXCHANGE OFFER WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON
[ ], 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 9:00 A.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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THE BANK OF NEW YORK, AS EXCHANGE AGENT
By Registered or Certified Mail:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Mr. Bernard Arsenec
By Hand Delivery to 4:30 p.m.:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Mr. Bernard Arsenec
By Overnight Courier and by Hand Delivery
after 4:30 p.m. on Expiration Date:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Mr. Bernard Arsenec
By Facsimile:
(212) 298-1915
Confirm by Telephone:
(212) 815-5098
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE
A VALID DELIVERY.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated [ ], 2003 (the "Prospectus"), of TriMas Corporation, a
company organized under the laws of Delaware, and this Letter of Transmittal,
which together constitute the Company's offer (the "Exchange Offer") to exchange
up to $85,000,000 aggregate principal amount of the Company's 9-7/8% Senior
Subordinated Notes due 2012 (the "Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of the Company's issued and outstanding 9-7/8% Senior
Subordinated Notes due 2012 (the "Outstanding Notes"), which have not been so
registered.
For each Outstanding Note accepted for exchange, the registered holder of
such Outstanding Note (collectively with all other registered holders of
Outstanding Notes, the "Holders") will receive an Exchange Note having a
principal amount equal to that of the surrendered Outstanding Note. Registered
holders of Exchange Notes on the relevant record date for the first interest
payment date following the consummation of the Exchange Offer will receive
interest accruing from the most recent date to which
interest has been paid. Outstanding Notes accepted for exchange will cease to
accrue interest from and after the date of consummation of the Exchange Offer.
Accordingly, Holders whose Outstanding Notes are accepted for exchange will not
receive any payment in respect of accrued interest on such Outstanding Notes
otherwise payable on any interest payment date the record date for which occurs
on or after consummation of the Exchange Offer.
This Letter of Transmittal is to be completed by a Holder of Outstanding
Notes if either certificates for such Outstanding Notes are available to be
forwarded herewith or tendered by book-entry transfer to the account maintained
by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange
Offer--Procedures for Tendering Outstanding Notes" section of the Prospectus.
Holders of Outstanding Notes whose certificates are not immediately available,
or who are unable to deliver their certificates or confirmation of the
book-entry tender of their Outstanding Notes into the Exchange Agent's account
at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter of Transmittal to the Exchange Agent on or
prior to the Expiration Date, must tender their Outstanding Notes according to
the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. See Instruction 1. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
THE UNDERSIGNED HAS COMPLETED THE APPROPRIATE BOXES BELOW AND SIGNED THIS
LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE UNDERSIGNED DESIRES TO TAKE
WITH RESPECT TO THE EXCHANGE OFFER.
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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 aggregate principal amount of
Outstanding Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Outstanding Notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that 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 when the same are accepted by
the Company. The undersigned hereby further represents that any Exchange Notes
acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, that neither the
Holder of such Outstanding Notes nor any such other person has an arrangement
or understanding with any person to participate in a distribution of such
Exchange Notes and that neither the Holder of such Outstanding Notes nor any
such other person is an "affiliate" (as defined in Rule 405 under the
Securities Act) of the Company.
The undersigned also acknowledges that this Exchange Offer is being made
in reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Notes may be offered for resale, resold and
otherwise transferred by a Holder thereof (other than a Holder that is an
"affiliate" of the Company within the meaning of Rule 405 under 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 such Holder's business and such Holder has
no arrangement with any person to participate in a distribution of such
Exchange Notes. However, the SEC has not considered the Exchange Offer in the
context of a no-action letter and there can be no assurance that the staff of
the SEC would make a similar determination with respect to the Exchange Offer
as in other circumstances. 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 and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an affiliate
of the Company, is engaged in or intends to engage in, or has any arrangement
or understanding with any person to participate in, a distribution of the
Exchange Notes to be acquired pursuant to the Exchange Offer, such Holder could
not rely on the applicable interpretations of the staff of the SEC and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. If the undersigned is
a broker-dealer that will receive Exchange Notes for its own account in
exchange for Outstanding Notes that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Notes. However, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Outstanding Notes tendered hereby. All
authority conferred or agreed to be conferred in 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. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" herein, please issue the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding
Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery
3
of Outstanding Notes, please credit the account indicated below maintained at
the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" herein, please send the
Exchange Notes (and, if applicable, substitute certificates representing
Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned
at the address shown in the box herein entitled "Description of Outstanding
Notes Delivered."
THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES DELIVERED" AND SIGNING THIS LETTER, WILL BE DEEMED TO
HAVE TENDERED OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Outstanding Notes should be listed on a separate signed
schedule affixed hereto.
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DESCRIPTION OF OUTSTANDING NOTES DELIVERED
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Name(s) and
Address of Aggregate Principal
Registered Holder(s) Certificate Principal Amount
Issue of Notes being Delivered (Please fill-in, if blank) Number(s)* Amount Tendered**
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9-7/8% Senior Subordinated
Notes due 2012
(Cusip No. 896215 AD 2)
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9-7/8% Senior Subordinated
Notes due 2012
(Cusip No. U89616 AB 9)
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Totals:
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* Need not be completed if Outstanding Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the
Outstanding Notes represented by the listed certificates. See Instruction 2. Outstanding Notes
tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple
thereof. See Instruction 1.
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[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution __________________________________________________
Account Number ____________________ Transaction Code Number ____________________
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[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name of Registered Holder ______________________________________________________
Window Ticket Number (if any) __________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Name of Institution Which Guaranteed Delivery __________________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number ____________________ Transaction Code Number ____________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES
OF THE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO. (UNLESS
OTHERWISE SPECIFIED, 10 ADDITIONAL COPIES WILL BE FURNISHED.)
Name ___________________________________________________________________________
Address ________________________________________________________________________
5
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be issued in the name of someone other than the
person or persons whose signature(s) appear(s) on this Letter of Transmittal
below or if Outstanding Notes delivered by book-entry transfer which are not
accepted for exchange are to be returned by credit to an account maintained at
the Book-Entry Transfer Facility other than the account indicated above.
Issue Exchange Notes and/or Outstanding Notes to:
Name ___________________________________________________________________________
(Please Type or Print)
Address ________________________________________________________________________
________________________________________________________________________________
(Zip Code)
[ ] Credit unexchanged Outstanding Notes delivered by book-entry
transfer to the Book-Entry Transfer Facility account set forth below.
________________________________________________________________________________
(Book-Entry Transfer Facility Account)
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________________________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be sent to someone other than the person or persons
whose signature(s) appear(s) on this Letter of Transmittal below or to such
person or persons at an address other than shown in the box entitled
"Description of Outstanding Notes Delivered" on this Letter of Transmittal
above.
Mail Exchange Notes and/or Outstanding Notes to:
Name ___________________________________________________________________________
(Please Type or Print)
Address ________________________________________________________________________
________________________________________________________________________________
(Zip Code)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
HEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 9:00 A.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX ABOVE
PLEASE SIGN HERE
(ALL TENDERING HOLDERS MUST COMPLETE THIS LETTER OF TRANSMITTAL
AND THE ACCOMPANYING SUBSTITUTE FORM W-9)
Dated: ________________________ , 2003
X ______________________________________________________________________________
X ______________________________________________________________________________
(Signature(s)
Area Code and Telephone Number: ________________________________________________
If a holder is tendering any Outstanding Notes, this letter must be signed by
the Holder(s) as the name(s) appear(s) on the certificate(s) for the Outstanding
Notes or by any person(s) authorized to become Holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
Name ___________________________________________________________________________
________________________________________________________________________________
(Please Type or Print)
Capacity (full title): _________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
Telephone: _____________________________________________________________________
SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guarantees by an Eligible Institution: ____________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name and Firm)
Dated: ____________________________ , 2003
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE THE
9-7/8% SENIOR SUBORDINATED NOTES DUE 2012 OF TRIMAS CORPORATION, WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE
ISSUED AND OUTSTANDING 9-7/8% SENIOR SUBORDINATED NOTES DUE 2012 OF TRIMAS
CORPORATION (CUSIP NO. 896215 AD 2 AND CUSIP NO. U89616 AB 9)
1. DELIVERY OF THIS LETTER AND OUTSTANDING NOTES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by Holders of
Outstanding Notes either if certificates are to be forwarded herewith or if
tenders are to be made pursuant to the procedures for delivery by book-entry
transfer set forth in the "The Exchange Offer--Procedures for Tendering
Outstanding Notes" section of the Prospectus. Certificates for all physically
tendered Outstanding Notes, or Book-Entry Confirmation, as the case may be, as
well as a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile hereof) and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at the address
set forth herein on or prior to the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below.
Outstanding Notes tendered hereby must be in denominations of principal amount
of $1,000 and any integral multiple thereof.
Holders whose certificates for Outstanding Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Outstanding Notes pursuant to the guaranteed delivery procedures
set forth in the "The Exchange Offer--Guaranteed Delivery Procedures" section
of the Prospectus. Pursuant to such procedures, (i) such tender must be made
through an Eligible Institution, (ii) on or prior to 9:00 a.m., New York City
time, on the Expiration Date, the Exchange Agent must receive from such
Eligible Institution a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by telegram, telex,
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Outstanding Notes and the amount of Outstanding Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Outstanding Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, and any other documents required
by this Letter of Transmittal will be deposited by the Eligible Institution
with the Exchange Agent, and (iii) the certificates for all physically tendered
Outstanding Notes, in proper form for transfer, or Book-Entry Confirmation, as
the case may be, and any other documents required by this Letter of
Transmittal, are deposited by the Eligible Institution within three NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Outstanding
Notes and all other required documents is at the election and risk of the
tendering Holders, but delivery will be deemed made only upon actual receipt or
confirmation by the Exchange Agent. If Outstanding Notes are sent by mail, it
is suggested that the mailing be registered mail, properly insured, with return
receipt requested, and made sufficiently in advance of the Expiration Date to
permit delivery to the Exchange Agent prior to 9:00 a.m., New York City time,
on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If less than all of the Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box above
entitled "Description of Outstanding Notes--Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Outstanding Notes
will be sent to such tendering Holder, unless otherwise provided in the
appropriate box of this Letter of Transmittal, promptly after the Expiration
Date. See Instruction 4. All of the Outstanding Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
8
3. SIGNATURES ON THIS LETTER, NOTE POWERS AND ENDORSEMENTS, GUARANTEE OF
SIGNATURES. If this Letter of Transmittal is signed by the Holder of the
Outstanding Notes tendered hereby, the signature must correspond exactly with
the name as written on the face of the certificates without any change
whatsoever.
If any tendered Outstanding Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this letter as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the Holder or Holders of the
Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate note powers are required. If however, the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be reissued,
to a person other than the Holder, then endorsements of any certificates
transmitted hereby or separate note powers are required. Signatures on such
certificates(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the Holder
or Holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate note powers, in either case signed
exactly as the name or names of the Holder or Holders appear(s) on the
certificate(s) and signatures on such certificate(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any certificates or note powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
the Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OUTSTANDING NOTES OR SIGNATURES ON NOTE
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FINANCIAL
INSTITUTION (INCLUDING MOST BANKS, SAVINGS AND LOAN ASSOCIATIONS AND BROKERAGE
HOUSES) THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM, THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM OR THE STOCK
EXCHANGES MEDALLION PROGRAM (EACH, AN "ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OUTSTANDING NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF OUTSTANDING NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER,
INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME
APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OUTSTANDING NOTES)
WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR
"SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OR (II) FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders of
Outstanding Notes should indicate in the applicable box the name and address to
which Exchange Notes issued pursuant to the Exchange Offer and/or substitute
certificates evidencing Outstanding Notes not exchanged are to be issued or
sent, if different from the name or 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. Holders tendering Outstanding Notes by book-entry transfer may
request that Outstanding Notes not exchanged be credited to such account
maintained at the Book-Entry Transfer Facility as such Holder may designate
hereon. If no such instructions are given, such Outstanding not exchanged will
be returned to the name and address of the person signing this Letter of
Transmittal.
5. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the transfer of Outstanding Notes to it or its order pursuant to
the Exchange Offer. If, however, Exchange Notes and/or substitute Outstanding
Notes not exchanged are to be delivered to, or are to be registered or issued
in the name of, any person other than the Holder of the Outstanding Notes
tendered hereby, or if tendered
9
Outstanding Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the transfer of Outstanding Notes to the Company or its
order pursuant to the Exchange Offer, the amount of any such transfer taxes
(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 herewith, the amount of such transfer
taxes will be billed to such tendering Holder and the Exchange Agent will
retain possession of an amount of Exchange Notes with a face amount equal to
the amount of such transfer taxes due by such tendering Holder pending receipt
by the Exchange Agent of the amount of such taxes.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter of Transmittal.
6. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Outstanding Notes
, by execution of this Letter of Transmittal, shall waive any right to receive
notice of the acceptance of their Outstanding Notes for exchange.
Although the Company intends to notify Holders of defects or
irregularities with respect to tenders of Outstanding Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. Any Holder
whose Outstanding Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions.
9. WITHDRAWAL OF TENDERS. Tenders of Outstanding Notes may be withdrawn at
any time prior to 9:00 a.m., New York City time, on the Expiration Date. For a
withdrawal to be effective, a written notice of withdrawal must be received by
the Exchange Agent at one of the addresses set forth above. Any such notice of
withdrawal must specify the name of the person having tendered the Outstanding
Notes to be withdrawn, identify the Outstanding Notes to be withdrawn
(including the principal amount of such Outstanding Notes), and (where
certificates for Outstanding Notes have been transmitted) specify the name in
which such Outstanding Notes are registered, if different from that of the
withdrawing Holder. If certificates for Outstanding Notes have been delivered
or otherwise identified to the Exchange Agent, then prior to the release of
such certificates the withdrawing Holder must also submit the serial numbers of
the particular certificates to be withdrawn and a signed notice of withdrawal
with signatures guaranteed by an Eligible Institution unless such Holder is an
Eligible Institution in which case such guarantee will not be required. If
Outstanding Notes have been tendered pursuant to the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Outstanding Notes and otherwise comply with the procedures of
such facility. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by the Company,
whose determination will be final and binding on all parties. Any Outstanding
Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer. Any Outstanding Notes which have
been tendered for exchange but which are not exchanged for any reason will be
returned to the Holder thereof without cost to such Holder (or, in the case of
Outstanding Notes tendered by book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility pursuant to the book-entry transfer
procedures described above, such Outstanding Notes will be credited to an
account maintained with such Book-Entry Transfer Facility for the Outstanding
Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be
retendered by following one of the procedures set forth in "The Exchange
Offer--Procedures for Tendering Outstanding Notes" section of the Prospectus at
any time on or prior to the Expiration Date.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus, this Letter of Transmittal and other related documents may be
directed to the Exchange Agent at the address indicated above.
10
IMPORTANT TAX INFORMATION
Under current United States federal income tax law, a Holder of Exchange
Notes is required to provide the Company (as payor) with such Holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 or otherwise
establish a basis for exemption from backup withholding to prevent backup
withholding on any Exchange Notes delivered pursuant to the Exchange Offer and
any payments received in respect of the Exchange Notes. If a Holder of Exchange
Notes is an individual, the TIN is such holder's social security number. If the
Company is not provided with the correct taxpayer identification number, a
Holder of Exchange Notes may be subject to a $50 penalty imposed by the
Internal Revenue Service. Accordingly, each prospective Holder of Exchange
Notes to be issued pursuant to Special Issuance Instructions should complete
the attached Substitute Form W-9. The Substitute Form W-9 need not be completed
if the box entitled Special Issuance Instructions has not been completed.
Certain Holders of Exchange Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt prospective Holders of Exchange
Notes should indicate their exempt status on Substitute Form W-9. A foreign
individual may qualify as an exempt recipient by submitting to the Company,
through the Exchange Agent, a properly completed Internal Revenue Service Form
W-8 BEN or Form W-8 ECI (which the Exchange Agent will provide upon request)
signed under penalty of perjury, attesting to the Holder's exempt status. See
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If backup withholding applies, the Company is required to withhold 28% of
any payment made to the Holder of Exchange Notes or other payee. Backup
withholding is not an additional United States federal income tax. Rather, the
United States federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any Exchange Notes delivered pursuant to
the Exchange Offer and any payments received in respect of the Exchange Notes ,
each prospective Holder of Exchange Notes to be issued pursuant to Special
Issuance Instructions should provide the Company, through the Exchange Agent,
with either: (i) such prospective Holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such prospective Holder is awaiting a TIN) and that (A) such prospective
Holder has not been notified by the Internal Revenue Service that he or she is
subject to backup withholding as a result of a failure to report all interest
or dividends or (B) the Internal Revenue Service has notified such prospective
Holder that he or she is no longer subject to backup withholding; or (ii) an
adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective Holder of Exchange Notes to be issued pursuant to Special
Issuance Instructions is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the prospective
record owner of the Exchange Notes. If the Exchange Notes will be held in more
than one name or are not held 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 regarding which number to report.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE IMPORTANT TAX INFORMATION)
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PAYOR'S NAME: THE BANK OF NEW YORK
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SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN IN THE TIN: ________________________
BOX AT RIGHT OR INDICATE THAT YOU Social Security Number or
FORM W-9 APPLIED FOR A TIN AND CERTIFY BY SIGNING Employer Identification
AND DATING BELOW. Number
DEPARTMENT OF THE
TREASURY INTERNAL
REVENUE SERVICE TIN Applied for [ ]
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PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
PAYOR'S REQUEST FOR
TAXPAYER (1) The number shown on this form is my correct Taxpayer Identification
IDENTIFICATION Number (or I am waiting for a number to be issued to me);
NUMBER ("TIN") AND
CERTIFICATION (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; and
(3) any other information provided on this form is true and correct.
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Signature: ____________________________________ Date: _______________________
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You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax return and you have not
been notified by the IRS that you are no longer subject to backup withholding.
NOTE: FAILURE BY A PROSPECTIVE HOLDER OF NEW NOTES TO BE ISSUED PURSUANT TO THE
SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM MAY RESULT
IN BACKUP WITHHOLDING OF 28% OF THE NEW NOTES DELIVERED TO YOU PURSUANT TO THE
EXCHANGE OFFER AND ANY PAYMENTS RECEIVED BY YOU IN RESPECT OF THE NEW NOTES.
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 1 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 by the time of the exchange, 28% of
all reportable payments made to me thereafter will be withheld until I provide
a number.
Signature: ____________________________________ Date: _______________________
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EXCHANGE AGENT
The Bank of New York has been appointed as exchange agent for the exchange
offer. Questions, requests for assistance and requests for additional copies of
this prospectus or of the letter of transmittal should be directed to the
exchange agent addressed as follows:
By Registered or Certified Mail:
The Bank of New York
Corporate Trust Operations Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Bernard Arsenec
By Hand Delivery to 4:30 p.m.:
The Bank of New York
Corporate Trust Operations Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Bernard Arsenec
By Overnight Courier and by Hand Delivery After 4:30 p.m. of Expiration Date:
The Bank of New York
Corporate Trust Operations Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Bernard Arsenec
Facsimile: (212) 298-1915
Telephone: (212) 815-5098
Attention: Bernard Arsenec
The exchange agent also acts as trustee under the indenture.
TRANSFER TAXES
Holders of outstanding notes who tender their outstanding notes for
exchange notes will not be obligated to pay any transfer taxes in connection
therewith, except that holders who instruct us to register exchange notes in
the name of, or request that outstanding notes not tendered or not accepted in
the exchange offer be returned to, a person other than the registered tendering
holder will be responsible for the payment of any applicable transfer tax
thereon.
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