LETTER OF TRANSMITTAL
JARDEN CORPORATION
OFFER TO EXCHANGE ALL OUTSTANDING
9-3/4% SENIOR SUBORDINATED NOTES DUE 2012
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR
9-3/4% SENIOR SUBORDINATED NOTES DUE 2012
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED [ ], 2003
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[___________________ ], 2003 OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE
OFFER MAY BE EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
THE EXPIRATION DATE.
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THE BANK OF NEW YORK
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By Registered or Certified Mail: Facsimile Transmission Number By Hand/Overnight Delivery:
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The Bank of New York --------------- The Bank of New York
Corporate Trust Operations Corporate Trust Operations
Reorganization Unit Reorganization Unit
101 Barclay Street- 7 East 101 Barclay Street- 7 East
New York, New York 10286 New York, New York 10286
Attn.: Diane Amoroso Attn.: Diane Amoroso
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For Information Call:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street- 7 East
New York, New York 10286
Attn.: Diane Amoroso
Telephone # (212) 815-3738
Fax # (212) 298-1915
Delivery of this letter of transmittal to an address other than as set
forth above, or transmission of instructions via facsimile other than as set
forth above, does not constitute a valid delivery.
The undersigned acknowledges that the undersigned has received the
Prospectus dated [ ], 2003 (as amended or supplemented from time to time, the
"Prospectus"), of Jarden Corporation, a Delaware corporation (the "Company"),
and this letter of transmittal (as amended or supplemented from time to time,
the "Letter of Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange up to $30,000,000 aggregate principal amount of
9-3/4% Senior Subordinated Notes due 2012 (the "New Notes") of the Company, for
an equal principal amount of the Company's issued and outstanding 9-3/4% Senior
Subordinated Notes due 2012 (the "Old Notes").
The terms of the New Notes are substantially identical in all material
respects (including principal amount, interest rate and maturity) to those of
the Old Notes, except that the New Notes shall be issued under and governed by
an Indenture, dated as of April 24, 2002, as amended (the "April 2002
Indenture"), among the Company, the guarantors named therein and The Bank of New
York, as trustee, instead of an Indenture dated January 29, 2003, as amended
(the "January 2003 Indenture"; together with the April 2002 Indenture, the
"Indentures"), among the Company, the guarantors named therein and The Bank of
New York, as trustee. The Indentures are substantially identical in their terms.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein have the meanings given
to such terms in the Prospectus.
This Letter of Transmittal is to be completed by holders of Old Notes
(a) if Old Notes are to be forwarded herewith or (b) if tenders of Old Notes are
to be made by book-entry transfer to an account maintained by The Bank of New
York (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to
the procedures set forth in the Prospectus under "The Exchange Offer-Procedures
for Tendering". Delivery of this Letter of Transmittal and any other required
documents should be made to the Exchange Agent.
If a holder desires to tender Old Notes pursuant to the Exchange Offer
but time will not permit this Letter of Transmittal, the certificates
representing Old Notes or other required documents to reach the Exchange Agent
on or before the Expiration Date, or the procedure for book-entry transfer
cannot be completed on a timely basis, such holder may effect a tender of such
Old Notes in accordance with the guaranteed delivery procedures set forth in the
Prospectus under "Exchange Offer-Guaranteed Delivery Procedures".
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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.
List below the Old Notes to which the Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of Old Notes should be listed on a separate schedule affixed hereto.
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DESCRIPTION OF OLD NOTES (1) (2) (3) (4)
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Principal
Amount of Old
Notes
Aggregate Tendered (if
Principal less than
Name(s) and Address(es) of Registered Holder(s) Certificate Maturity Date Amount of Old all)**
(Please fill in, if blank) Number(s)* Notes
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* Need not be completed if Old Notes are being tendered by book-entry
holders.
** Old Notes may be tendered in whole or in part in integral multiples of
$1,000. Unless this column is completed, a holder will be deemed to
have tendered the full aggregate principal amount of the Old Notes
represented by the Old Notes indicated in column 3.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
( ) CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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( ) CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Name of Eligible Institution that Guaranteed Delivery:
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Date of Execution of Notice of Guaranteed Delivery:
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If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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( ) CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD
NOTES ARE TO BE RETURNED BY CREDITING DTC ACCOUNT NUMBER SET FORTH
ABOVE.
( ) CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE OLD NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
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Address:
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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 Old
Notes indicated above in exchange for a like aggregate principal amount of New
Notes of the same maturity. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby exchanges,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Notes.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company) with respect to the
tendered Old Notes with the full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (i)
deliver certificates for such Old Notes to the Company and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company, (ii) present such Old Notes for transfer on the books of the
Company, and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Old Notes, all in accordance with the terms of the
Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby and that, when the same are accepted for exchange, 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 claims or
proxies. 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 exchange, assignment and transfer of the Old Notes
tendered hereby, and the undersigned will comply with its obligations under the
Registration Rights Agreement. The undersigned has read and agreed to all of the
terms of the Exchange Offer.
The undersigned agrees that acceptance of any tendered Old Notes by the
Company and the issuance of New Notes in exchange therefor will constitute
performance in full by the Company of its obligations under the Registration
Rights Agreement.
The name(s) and address(es) of the registered holders of the Old Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Old Notes. The certificate number(s) and the
principal amount(s) of the Old Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.
The undersigned also acknowledges that this Exchange Offer is being
made in reliance on certain interpretive letters by the staff of the Securities
and Exchange Commission (the "SEC") to third parties in unrelated transactions.
On the basis thereof, the New Notes issued in exchange for the Old Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such 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 New Notes are acquired in the ordinary
course of such holders' business and such holders are not
participating in, and have no arrangement or understanding with any person to
participate in, the distribution of such New Notes. THE UNDERSIGNED ACKNOWLEDGES
THAT ANY HOLDER OF OLD NOTES USING THE EXCHANGE OFFER TO PARTICIPATE IN A
DISTRIBUTION OF THE NEW NOTES (I) CANNOT RELY ON THE POSITION OF THE STAFF OF
THE COMMISSION ENUNCIATED IN ITS INTERPRETIVE LETTERS AND (II) MUST COMPLY WITH
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN
CONNECTION WITH A SECONDARY RESALE TRANSACTION. 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 New Notes. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such New 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 represents that (i) it is not an affiliate (as defined
in Rule 405 under the Securities Act) of the Company; (ii) it is not a
broker-dealer tendering Old Notes acquired for its own account directly from the
Company; (iii) any New Notes to be received by it will be acquired in the
ordinary course of its business; and (iv) it is not engaged in, and does not
intend to engage in, a distribution of such New Notes and has no arrangement or
understanding to participate in a distribution of New Notes. If a holder of Old
Notes is engaged in or intends to engage in a distribution of New Notes or has
any arrangement or understanding with respect to the distribution of New Notes
to be acquired pursuant to the Exchange Offer, such holder may not rely on the
applicable interpretations of the staff of the Commission and must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. The undersigned represents
that it is a "qualified institutional buyer" within the meaning of Rule 144A.
A broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer by tendering Old Notes and executing this Letter of
Transmittal acknowledges that it will deliver a Prospectus in connection with
any resale of the New Notes. The Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of New Notes received in exchange for Old Notes where the Old Notes
were acquired as a result of market-making activities or other trading
activities.
The Company and its subsidiary guarantors will use their best efforts
to keep this Registration Statement continuously effective, supplemented and
amended to the extent necessary to ensure that it is available for resales of
New Notes acquired by broker-dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of the Registration Rights Agreement, the
Securities Act of 1933, as amended (the "Securities Act"), and the policies,
rules and regulations of the Commission, for a period ending on the earlier of
o 180 days from the date on which the Registration Statement is
declared effective and
o the date on which a broker-dealer is no longer required to deliver
a Prospectus in connection with market-making or other trading
activities.
The Company and the Guarantors will provide sufficient copies of the
latest version of the Prospectus to broker-dealers promptly upon request at any
time during the 180-day (or shorter as provided in the foregoing sentence)
period in order to facilitate such resales.
Any broker-dealer that receives New Notes pursuant to the Exchange
Offer by tendering Old Notes and executing this Letter of Transmittal agrees to
notify the Company before using the Prospectus in connection with the sale or
transfer of New Notes. The broker-dealer further acknowledges and agrees that,
upon receipt of notice from the Company of the happening of any event which
makes any statement in the Prospectus untrue in any material respect or which
requests the making of any changes in the Prospectus to make the statements in
the Prospectus not misleading or which may impose upon the Company disclosure
obligations that may have a material adverse effect on the Company, which notice
the Company agrees to deliver promptly to the broker-dealer, the broker-dealer
will suspend use of the Prospectus until the Company has notified the
broker-dealer that delivery of the Prospectus may resume and have furnished
copies of any amendment or supplement to the Prospectus to the broker-dealer.
The undersigned understands that tenders of the Old Notes pursuant to
any one of the procedures described under "The Exchange Offer-Procedures for
Tendering" in the Prospectus 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 set forth herein and in the Prospectus.
The undersigned recognizes that under certain circumstances set forth
in the Prospectus under "The Exchange Offer-Conditions" the Company will not be
required to accept for exchange any of the Old Notes tendered. Old 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 (or, in the case of Old Notes tendered by book-entry
transfer, credited to an account maintained by the tendering holder at DTC).
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes (and, if
applicable, any substitute certificates representing Old Notes not exchanged or
not accepted for exchange) be issued in the name(s) of the undersigned and be
delivered to the undersigned at the address, or, in the case of book-entry
transfer of Old Notes, be credited to the account at DTC shown above in the box
entitled "Description of Old Notes".
Old Notes accepted for exchange will not receive accrued interest
thereon at the time of exchange. However, the New Notes will bear interest from
the most recent date to which interest has been paid on the Old Notes, or if no
interest has been paid on the Old Notes or the New Notes, from May 8, 2003.
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 Old Notes tendered hereby. All authority
herein conferred or agreed to be
conferred in this Letter of Transmittal shall survive the death or incapacity of
the undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
This tender may be withdrawn only in accordance with the procedures set forth in
the Prospectus and in the instructions contained in this Letter of Transmittal.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH OLD
NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED TO
HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE. ANY FINANCIAL
INSTITUTION THAT IS A PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY'S SYSTEMS
MAY MAKE BOOK-ENTRY DELIVERY OF OLD NOTES BY CAUSING THE BOOK-ENTRY TRANSFER
FACILITY TO TRANSFER SUCH OLD NOTES INTO THE EXCHANGE AGENT'S ACCOUNT AT THE
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES. ALTHOUGH DELIVERY OF OLD NOTES MAY BE EFFECTED THROUGH
BOOK-ENTRY TRANSFER AT THE BOOK-ENTRY TRANSFER FACILITY, THIS LETTER OF
TRANSMITTAL WITH ALL REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED
DOCUMENTS MUST BE TRANSMITTED TO AND RECEIVED BY THE EXCHANGE AGENT.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)
x_________________________________ Date:_____________, 2003
x_________________________________ Date:_____________, 2003
Signature of Owner
The above lines must be signed by the registered holder(s) exactly as
their name(s) appear(s) on the Old Notes, or by person(s) authorized to become
registered holder(s) by a properly completed bond power from the registered
holder(s), a copy of which must be transmitted with this Letter of Transmittal.
If Old Notes to which this Letter of Transmittal relate are held of record by
two or more joint holders, then all such holders must sign this Letter of
Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, then please set forth full title. See Instruction 4.
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
Area Code and Telephone Number:
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Tax Identification or Social Security Number(s):
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SIGNATURE GUARANTEED
(If required by Instruction 4)
Signature Guaranteed
by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address and Telephone Number)
Dated: ____________, 2003
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4 and 5)
To be completed ONLY if certificates for Old Notes not exchanged and/or
New Notes are to be issued in the name of and sent to someone other
than the person or persons whose signature(s) appear(s) on this Letter
Transmittal above
Address
*Description
Issue New Notes and/or Old Notes to:
Name(s)
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Please Type or Print
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Please Type or Print
Address
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Zip Code
Telephone Number:
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Tax Identification or
Social Security Number(s):
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(Complete Substitute Form W-9)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)
To be completed ONLY if certificates for Old Notes not exchanged and/or
New Notes are to be sent to someone other than the person or persons
whose signature(s) appear(s) on this Letter Transmittal above or to
such person or persons at an address other than that shown in the box
above titled Description of Old Notes*.
Deliver New Notes and/or Old Notes to:
Name(s)
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Please Type or Print
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Please Type or Print
Address
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Zip Code
Telephone Number:
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Tax Identification or
Social Security Number(s):
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IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH,
THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATE(S) FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED
BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES.
This Letter of Transmittal must accompany, (i) all certificates
representing Old Notes tendered pursuant to the Exchange Offer and (ii) all
tenders of Old Notes made pursuant to the procedures for book-entry transfer set
forth in the Prospectus under "The Exchange Offer--Procedures for Tendering".
Certificates representing the Old Notes in proper form for transfer, or a timely
confirmation of a book-entry transfer of such Old Notes into the Exchange
Agent's account at DTC, as well as a properly completed and duly executed copy
of this Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, a Substitute Form W-9 (or facsimile thereof) and any other
documents required by this Letter of Transmittal must be received by the
Exchange Agent at its address set forth herein on or before the Expiration Date.
The method of delivery of this Letter of Transmittal, the Old Notes and
all other required documents is at the election and risk of the tendering
holders, but delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If such delivery is by mail, it is recommended
that registered mail properly insured, with return receipt requested, be used.
In all cases, sufficient time should be allowed to permit timely delivery.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. GUARANTEED DELIVERY PROCEDURES.
If a holder desires to tender Old Notes, but time will not permit a
Letter of Transmittal, certificates representing the Old Notes to be tendered or
other required documents to reach the Exchange Agent on or before the Expiration
Date, or if the procedure for book-entry transfer cannot be completed on or
prior to the Expiration Date, such holder's tender may be effected if:
(a) such tender is made by or through an Eligible Institution (as
defined below);
(b) on or before the Expiration Date, the Exchange Agent has
received a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available
by the Company (or a facsimile thereof with receipt confirmed
by telephone and an original delivered by guaranteed
overnight
courier) from such Eligible Institution setting forth the
name and address of the holder of such Old Notes, the name(s)
in which the Old Notes are registered and the principal
amount of Old Notes tendered and stating that the tender is
being made thereby and guaranteeing that, within three New
York Stock Exchange trading days after the Expiration Date,
certificates representing Old Notes to be tendered, in proper
form for transfer, or a Book-Entry confirmation, as the case
may be, together with a duly executed Letter of Transmittal
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) a Letter of Transmittal (or a facsimile thereof) and
certificates representing the Old Notes to be tendered, in
proper form for transfer, or a Book-Entry Confirmation, as
the case may be, and all other required documents are
received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date.
3. PARTIAL TENDERS AND WITHDRAWAL RIGHTS.
Tenders of Old Notes will be accepted only in integral multiples of
$1,000. If less than all the Old Notes evidenced by any Certificate submitted
are to be tendered, fill in the principal amount of Old Notes which are to be
tendered in the box entitled "Principal Amount of Old Notes Tendered (if less
than all)". In such case, new certificate(s) for the remainder of the Old Notes
that were evidenced by your old certificate(s) will only be sent to the holder
of the Old Notes (or, in the case of Old Notes tendered pursuant to book-entry
transfer, will only be credited to the account maintained by the holder of the
Old Notes at DTC) promptly as practicable after the Expiration Date. All Old
Notes represented by certificates or subject to a Book-Entry Confirmation
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. Any holder who has tendered Old Notes may withdraw the
tender by delivering written notice of withdrawal (which may be sent by
facsimile) to the Exchange Agent at its address set forth herein prior to the
Expiration Date. Any such notice of withdrawal must specify the name of the
person having tendered the Old Notes to be withdrawn, identify the Old Notes to
be withdrawn (including the principal amount of such Old Notes) and (where
certificates for Old Notes have been transmitted) specify the name in which such
Old Notes are registered, if different from that of the withdrawing holder. If
certificates for Old Notes have been delivered or otherwise identified to the
Exchange Agent, then, prior to the withdrawal 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. If Old 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 Old 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 shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer. Any Old 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 Old 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 Old Notes
will be credited to an account maintained with such Book-Entry Transfer Facility
for the Old Notes) as soon as practicable after withdrawal, rejection of tender
or termination of the Exchange Offer. Properly withdrawn Old Notes may be
retendered following one of the procedures described in the Prospectus under
"The Exchange Offer--Procedures for Tendering".
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder of the
Old Notes tendered herewith, the signature must correspond exactly with the name
as written on the face of the certificates without any alteration, enlargement
or change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Old 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 of
Transmittal as there are names in which tendered Old Notes are registered.
If this Letter of Transmittal is signed by the registered holder, and
New Notes are to be issued and any untendered or unaccepted principal amount of
Old Notes are to be reissued or returned to the registered holder, then the
registered holder need not and should not endorse any tendered Old Notes nor
provide a separate bond power. In any other case, the registered holder must
either properly endorse the Old Notes tendered or transmit a properly completed
separate bond power with this Letter of Transmittal (in either case, executed
exactly as the name of the registered holder appears on such Old Notes), with
the signature on the endorsement or bond power guaranteed by an Eligible
Institution, unless such certificates or bond powers are signed by an Eligible
Institution.
If this Letter of Transmittal or any Old Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and submit with this
Letter of Transmittal evidence satisfactory to the Company of their authority to
so act. The signatures on this Letter of Transmittal or a notice of withdrawal,
as the case may be, must be guaranteed unless the Old Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered holder (which term,
for purposes of this document, shall include any participant in DTC whose name
appears on the register of holders maintained by the Company as owner of the Old
Notes) who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" in this Letter of Transmittal or (ii) for the
account of an Eligible Institution. In the event that the signatures in this
Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, such guarantees must be by a commercial bank or trust
company located or having an office or correspondent in the United States, or by
a member firm of a national securities exchange or of the National Association
of Securities
Dealers, Inc., or by a member of a signature medallion program such as "STAMP"
(any of the foregoing being referred to herein as an "Eligible Institution"). If
Old Notes are registered in the name of a person other than the signer of this
Letter of Transmittal, the Old Notes surrendered for exchange must be endorsed
by, or be accompanied by a written instrument or instruments of transfer or
exchange, in satisfactory form as determined by the Company in its sole
discretion, duly executed by the registered holder with the signature thereon
guaranteed by an Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box
the name and address or account at DTC to which New Notes issued pursuant to the
Exchange Offer and/or substitute Old Notes for principal amounts not tendered or
not accepted for exchange are to be issued, sent or deposited if different from
the name and address or account 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 New Notes will be issued in
the name of, and delivered to, the name and address (or account at DTC, in the
case of any tender by book-entry transfer) of the person signing this Letter of
Transmittal, and any Old Notes not accepted for exchange will be returned to the
name and address (or account at DTC, in the case of any tender by book-entry
transfer) of the person signing this Letter of Transmittal.
6. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9.
Under the federal income tax laws, payments that may be made by the
Company on account of New Notes issued pursuant to the Exchange Offer maybe
subject to backup withholding at the rate of 31%. In order to avoid such backup
withholding, each tendering holder should complete and sign the Substitute Form
W-9 included in this Letter of Transmittal and either (a) provide the correct
taxpayer identification number ("TIN") and certify, under penalties of perjury,
that the TIN provided is correct and that (i) the holder has not been notified
by the Internal Revenue Service (the "IRS") that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified the holder that the holder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If the tendering
holder has not been issued a TIN and has applied for one, or intends to apply
for one in the near future, such holder should write "Applied For" in the space
provided for the TIN in Part I of the Substitute FormW-9, sign and date the
Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Company (or
the Paying Agent under the April 2002 Indenture governing the New Notes) will
retain 31% of payments made to the tendering holder during the 60-day period
following the date of the Substitute Form W-9. If the holder furnishes the
Exchange Agent or the Company with its TIN within 60 days after the date of the
Substitute Form W-9, the Company (or Paying Agent) will remit such amounts
retained during the 60-day period to the holder and no further amounts shall be
retained or withheld from payments made to the holder thereafter. If, however,
the holder has not provided the Exchange Agent or the Company with its TIN
within such 60-day period, the Company (or the Paying Agent) will remit such
previously
retained amounts to the IRS as backup withholding. In general, if a holder is an
individual, the taxpayer identification number is the Social Security Number of
such individual. If the Exchange Agent or the Company is not provided with the
correct taxpayer identification number, the holder may be subject to a U.S. $50
penalty imposed by the IRS. Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, such holder must submit a statement (generally,
IRS Form W-8), signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the Exchange Agent. For
further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if Old Notes are registered in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "Guidelines").
Failure to complete the Substitute Form W-9 will not, by itself, cause
Old Notes to be deemed invalidly tendered, but may require the Company (or the
Paying Agent) to withhold 31% of the amount of any payments made on account of
the New Notes. Backup withholding is not an additional federal income tax.
Rather, the federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
7. TRANSFER TAXES.
The Company will not pay transfer taxes, if any, applicable to the
transfer of Old Notes to it or its order pursuant to the Exchange Offer. If New
Notes and/or substitute Old Notes not exchanged 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 Old Notes tendered herewith, or if tendered Old 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, 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 directly to such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter of
Transmittal.
8. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or in part,
any of the conditions to the Exchange Offer set forth in the Prospectus.
9. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders of Old
Notes or transmittals of this Letter of Transmittal will be accepted. All
tendering holders of Old Notes, by execution of this Letter of Transmittal,
shall waive any right to receive notice of the acceptance of their Old Notes for
exchange.
Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of defects or irregularities in any tender, nor shall
any of them incur any liability for failure to give any such notice.
10. INADEQUATE SPACE.
If the space provided herein is inadequate, the aggregate principal
amount of Old Notes being tendered and the certificate number or numbers (if
applicable) should be listed on a separate schedule attached hereto and
separately signed by all parties required to sign this Letter of Transmittal.
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
If any certificate has been lost, mutilated, destroyed or stolen, the
holder should promptly notify Diane Amoroso at The Bank of New York, telephone
no. (212) 815-3738. The holder will then be instructed as to the steps that must
betaken to replace the certificate. This Letter of Transmittal and related
documents cannot be processed until the Old Notes have been replaced.
12. 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, may be
directed to the Exchange Agent at the address and telephone number indicated
above.
13. VALIDITY OF TENDERS.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Old Notes will be determined by the Company,
in its sole discretion, which determination will be final and binding. The
Company reserves the right to reject any and all Old Notes not validly tendered
or any Old Notes, the Company's acceptance of which may, in the opinion of the
Company or counsel to the Company, be unlawful. The Company also reserves the
right to waive any conditions of the Exchange Offer or defects or irregularities
in tenders of Old Notes as to any ineligibility of any holder who seeks to
tender Old Notes in the Exchange Offer, whether or not similar conditions or
irregularities are waived in the case of other holders. Any such waiver shall
not constitute a general waiver of the conditions of the Exchange Offer by the
Company. The interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) by the
Company shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time, as the Company shall determine. The Company will use reasonable efforts to
give notification of defects or irregularities with respect to tenders of Old
Notes, but neither the Company nor the Exchange Agent shall incur any liability
for failure to give such notification.
14. ACCEPTANCE OF TENDERED OLD NOTES AND ISSUANCE OF NEW NOTES; RETURN OF
OLD NOTES.
Subject to the terms and conditions of the Exchange Offer, the Company
will accept for exchange all validly tendered Old Notes as soon as practicable
after the Expiration Date and will
issue New Notes therefor as soon as practicable thereafter. For purposes of the
Exchange Offer, the Company shall be deemed to have accepted tendered Old Notes
when, as and if the Company has given written and oral notice thereof to the
Exchange Agent. If any tendered Old Notes are not exchanged pursuant to the
Exchange Offer for any reason, such unexchanged Old Notes will be returned,
without expense, to the name and address shown above or, if Old Notes have been
tendered by book-entry transfer, to the account at DTC shown above, or at a
different address or account at DTC as may be indicated under "Special Delivery
Instructions".
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 6)
PAYOR'S NAME
SUBSTITUTE FORM W-9 PART I - TAXPAYER IDENTIFICATION NUMBER
Department of the Treasury Enter your taxpayer identification number ------------------------------
Internal Revenue Service in the appropriate box. For most Social Security Number
individuals, this is your social security
number. If you do not have number, see how OR
to obtain a "TIN" in the enclosed Guidelines.
------------------------------
NOTE: If the account is in more than one Employer Identification Number
name, see the chart on page 2 of the enclosed
Guidelines to determine what number to give.
Part II - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (SEE ENCLOSED GUIDELINES)
Payor's Request for Taxpayer CERTIFICATION UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Identification Number (TIN) and
Certification Number (1) the number shown on this form is my correct Taxpayer Identification (or I
am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because 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
backup dividends or the IRS has notified me that I am no longer subject to
withholding.
Date Signature
---------------- ---------------------------------------
Certificate Guidelines --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 under-reporting of interest on 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.
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification
Number has not been issued to me and that I mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or 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, 31% of all payments made
to me on account of the New Notes shall be retained until I provide a Taxpayer
Identification Number to the payor and that, if I do not provide my Taxpayer
Identification Number within 60 days, such retained amounts shall be remitted to
the Internal Revenue Service as a backup withholding and 31% of all reportable
payments made to me thereafter will be withheld and remitted to the Internal
Revenue Service until I provide a Taxpayer Identification Number.
Signature Date
------------------------ ----------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUPWITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW
NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.