LETTER OF TRANSMITTAL
REVLON CONSUMER PRODUCTS CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED APRIL 16, 2004
RELATING TO ANY AND ALL OUTSTANDING
8 1/8% SENIOR NOTES DUE 2006
(CUSIP NO. 761519AK3)
AND
9% SENIOR NOTES DUE 2006
(CUSIP NO. 761519AQ0)
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The Tender Offers will expire at 3:00 p.m., New York City time, on Friday, May
14, 2004, unless extended or earlier terminated (as so extended or earlier
terminated, if at all, the "Expiration Date"). NOTEHOLDERS MUST TENDER THEIR
NOTES PRIOR TO 3:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE TO RECEIVE
THE TENDER OFFER CONSIDERATION.
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The Depositary for the Tender Offers is:
U.S. BANK NATIONAL ASSOCIATION
Delivery by Regular,
Registered or Certified Mail and
by Hand or Overnight Courier:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
Attn: Specialized Finance Department
By Facsimile Transmission
(For Eligible Institutions Only):
(651) 495-8158
For Confirmation by Telephone:
(800) 934-6802
DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS TO AN ADDRESS,
OR VIA FACSIMILE TRANSMISSION TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED IN THIS LETTER OF
TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE IT IS COMPLETED.
Revlon Consumer Products Corporation (the "Company" or "Products
Corporation") is offering to purchase (the "Tender Offers") for cash any and
all of its outstanding 8 1/8% Senior Notes due 2006 and 9% Senior Notes due
2006, upon the terms and subject to the conditions described in the Offer to
Purchase dated April 16, 2004 (the "Offer to Purchase").
Holders should carefully review the information set forth in the Offer to
Purchase and this Letter of Transmittal.
This Letter of Transmittal must accompany a tender of Notes pursuant to
the Tender Offers, except as provided below.
All capitalized terms used herein and not defined shall have the meanings
ascribed to them in the Offer to Purchase.
TO RECEIVE THE TENDER OFFER CONSIDERATION, NOTEHOLDERS MUST TENDER THEIR
NOTES PURSUANT TO THE TENDER OFFERS PRIOR TO 3:00 P.M. ON THE EXPIRATION DATE.
The Tender Offers will not have withdrawal rights. Notes tendered in the
Tender Offers are irrevocable unless otherwise required by law.
IN ADDITION, EACH NOTEHOLDER WHO TENDERS ITS NOTES WILL, UPON RECEIPT IN
FULL OF THE TENDER OFFER CONSIDERATION BE DEEMED TO HAVE RELEASED AND WAIVED
ANY AND ALL CLAIMS IT MAY HAVE ARISING FROM ANY PRIOR NON-COMPLIANCE BY
PRODUCTS CORPORATION, ITS AFFILIATES OR ITS SUBSIDIARIES UNDER THE EXISTING
INDENTURES, PROVIDED THAT SUCH RELEASE AND WAIVER WILL BE EFFECTIVE ONLY UPON
THE CONSUMMATION OF THE TENDER OFFERS.
BY EXECUTING THIS LETTER OF TRANSMITTAL, AND SUBJECT TO AND EFFECTIVE UPON
ACCEPTANCE FOR PURCHASE OF, AND PAYMENT FOR, THE NOTES TENDERED HEREWITH, EACH
TENDERING NOTEHOLDER IRREVOCABLY SELLS, ASSIGNS AND TRANSFERS TO OR UPON THE
ORDER OF THE COMPANY ALL RIGHT, TITLE AND INTERESTS IN AND TO ALL THE NOTES
TENDERED HEREBY, WAIVES ANY AND ALL OTHER RIGHTS WITH RESPECT TO THE NOTES AND
RELEASES AND DISCHARGES THE COMPANY FROM ANY AND ALL CLAIMS SUCH NOTEHOLDER MAY
HAVE NOW, OR MAY HAVE IN THE FUTURE, ARISING OUT OF, OR RELATED TO, THE NOTES,
INCLUDING WITHOUT LIMITATION ANY CLAIMS THAT SUCH NOTEHOLDER IS ENTITLED TO
RECEIVE ADDITIONAL PRINCIPAL OR INTEREST PAYMENTS WITH RESPECT TO THE NOTES OR
TO PARTICIPATE IN ANY REDEMPTION OF THE NOTES.
This Letter of Transmittal is to be used by Noteholders to tender Notes by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC") pursuant to the procedures set forth in the Offer to Purchase under the
caption "Terms of the Tender Offers -- Procedures for Tendering Notes" by any
financial institution that is a participant in DTC and whose name appears on a
security position listing as the owner of the Notes. DTC participants may
electronically accept the Tender Offers and tender the Notes through the DTC
Automated Tender Offer Program ("ATOP") as set forth under "Terms of the Tender
Offers -- Procedures for Tendering Notes" in the Offer to Purchase. Noteholders
who are tendering by book-entry transfer to the Depositary's account at DTC can
execute the tender through ATOP for which the transaction will be eligible. DTC
participants that are accepting the Offers to Purchase must transmit their
acceptance to DTC. DTC will verify the acceptance and execute a book-entry
delivery to the Depositary's account at DTC. DTC will then send an Agent's
Message to the Depositary for its acceptance. Delivery of the Agent's Message
by DTC will satisfy the terms of the Tender Offers as to execution and delivery
of a Letter of Transmittal by the participant identified in the Agent's
Message.
To properly complete this Letter of Transmittal, a Noteholder must:
o complete the box entitled "Method of Delivery";
o complete the box entitled "Description of Notes";
o sign this Letter of Transmittal by completing the box entitled "Please
Sign Here";
o if appropriate, check and complete the boxes relating to the "Special
Payment Instructions" and "Special Delivery Instructions"; and
o complete the Substitute Form W-9 if the Holder is a U.S. person.
Those Noteholders that tender their Notes in the Tender Offers must do so
in accordance with the terms set forth in the Offer to Purchase and this Letter
of Transmittal. Each of the Tender Offers for the the 8 1/8% Senior Notes and
the 9% Senior Notes is independent of the other Tender Offer and neither is
conditioned upon the purchase of a minimum aggregate principal amount of Notes.
Notwithstanding any other provision of the Tender Offers, or any extension of
either of the Tender Offers, Products Corporation shall not be required to
accept for exchange any Notes, pay the Tender Offer Consideration, as
applicable, or make any payment for Notes or accrued interest thereon, and
Products Corporation may
2
terminate or amend either of the Tender Offers, in its sole and absolute
discretion, which may be for any or no reason. The Tender Offers are open to
all Noteholders, and are subject to customary conditions. Subject to applicable
securities laws and the terms and conditions set forth in the Offer to
Purchase, Products Corporation reserves the right to waive any and all
conditions to the Tender Offers.
THE TENDER OFFERS ARE NOT BEING MADE TO (NOR WILL TENDER OF NOTES BE
ACCEPTED FROM OR ON BEHALF OF) NOTEHOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OR ACCEPTANCE OF THE TENDER OFFERS TO PURCHASE WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
A Noteholder having Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such Noteholder
desires to accept the Tender Offers with respect to the Notes so registered and
inform such person to accept the Tender Offers pursuant to the terms and
conditions of the Tender Offers.
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 may be directed to the Dealer Manager and
requests for additional copies of the Offer to Purchase and this Letter of
Transmittal may be directed to the Information Agent, whose respective
addresses and telephone numbers appear on the back cover of this Letter of
Transmittal. See Instruction 9 below.
METHOD OF DELIVERY
[ ]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER MADE
TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution ______________________________
Account Number _____________________________________________
Transaction Code Number_____________________________________
3
List below the Notes to which this Letter of Transmittal relates. If the
space provided is inadequate, list principal amounts on a separately executed
schedule and affix the schedule to this Letter of Transmittal. Tenders of Notes
will be accepted only in aggregate principal amounts equal to $1,000 of Notes
and integral multiples thereof.
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DESCRIPTION OF 8 1/8% SENIOR NOTES TENDERED
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Name(s) and Address(es) Aggregate Principal
of Registered Noteholder(s) Amount of 8 1/8% Senior Principal Amount
(Please fill in, if blank) Notes Represented* Tendered *
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Total: Total:
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* Unless otherwise indicated in the column labeled "Principal Amount Tendered" and upon the terms and subject to
the conditions of the Offer to Purchase, a Noteholder will be deemed to have tendered the entire aggregate
principal amount represented by the Notes indicated in the Column labeled "Aggregate Principal Amount of
8 1/8% Senior Notes Represented." See Instruction 3.
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DESCRIPTION OF 9% SENIOR NOTES TENDERED
Name(s) and Address(es) Aggregate Principal
of Registered Noteholder(s) Amount of 9% Senior Principal Amount
(Please fill in, if blank) Notes Represented* Tendered *
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Total: Total:
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* Unless otherwise indicated in the column labeled "Principal Amount Tendered" and upon the terms and subject to
the conditions of the Offer to Purchase, a Noteholder will be deemed to have tendered the entire aggregate
principal amount represented by the Notes indicated in the Column labeled "Aggregate Principal Amount of 9%
Senior Notes Represented." See Instruction 3.
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UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERM "NOTEHOLDER" FOR PURPOSES
OF THIS LETTER OF TRANSMITTAL MEANS ANY PERSON IN WHOSE NAME NOTES ARE
REGISTERED OR ANY OTHER PERSON WHO HAS OBTAINED A PROPERLY COMPLETED POWER OF
ATTORNEY FROM THE REGISTERED NOTEHOLDER OR ANY PERSON WHOSE NOTES ARE HELD OF
RECORD BY DTC.
4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase and this Letter of Transmittal and instructions hereto, which together
constitute Products Corporation's Offers to Purchase for cash any and all of its
outstanding 8 1/8% Senior Notes due 2006 (the "8 1/8% Senior Notes"), and any
and all of its outstanding 9% Senior Notes due 2006 (the "9% Senior Notes" and,
together with the 8 1/8% Senior Notes, the "Notes"), upon the terms and subject
to the conditions set forth in the Offer to Purchase, from registered holders of
the Notes ("Noteholders"), as described in the Offer to Purchase.
Upon the terms and subject to the conditions of the Tender Offers, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Products Corporation, all right, title and interest in and to the Notes that
are being tendered hereby, subject to the acceptance for purchase of, and
payment for, the principal amount of Notes tendered with this Letter of
Transmittal. The undersigned hereby irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that the Depositary also acts as the agent of Products
Corporation) with respect to such Notes, with full power of substitution (such
power-of-attorney being deemed to be an irrevocable power coupled with an
interest) to (i) present such Notes and all evidences of transfer and
authenticity to, or transfer ownership of, such Notes on the account books
maintained by DTC to, or upon the order of, Products Corporation, (ii) present
such Notes for transfer of ownership on the books of Products Corporation and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Notes, all in accordance with the terms and conditions of the
Tender Offers as described in the Offer to Purchase.
THE TENDER OFFERS WILL NOT HAVE WITHDRAWAL RIGHTS. NOTES TENDERED IN THE
TENDER OFFERS ARE IRREVOCABLE UNLESS OTHERWISE REQUIRED BY LAW.
BY EXECUTING THIS LETTER OF TRANSMITTAL, AND SUBJECT TO AND EFFECTIVE UPON
ACCEPTANCE FOR PURCHASE OF, AND PAYMENT FOR, THE NOTES TENDERED HEREWITH, THE
UNDERSIGNED IRREVOCABLY SELLS, ASSIGNS AND TRANSFERS TO OR UPON THE ORDER OF
THE COMPANY ALL RIGHT, TITLE AND INTERESTS IN AND TO ALL THE NOTES TENDERED
HEREBY, WAIVES ANY AND ALL OTHER RIGHTS WITH RESPECT TO THE NOTES AND RELEASES
AND DISCHARGES THE COMPANY FROM ANY AND ALL CLAIMS THE UNDERSIGNED MAY HAVE
NOW, OR MAY HAVE IN THE FUTURE, ARISING OUT OF, OR RELATED TO, THE NOTES,
INCLUDING WITHOUT LIMITATION ANY CLAIMS THAT THE UNDERSIGNED IS ENTITLED TO
RECEIVE ADDITIONAL PRINCIPAL OR INTEREST PAYMENTS WITH RESPECT TO THE NOTES OR
TO PARTICIPATE IN ANY REDEMPTION OF THE NOTES.
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Offer to Purchase and this Letter of Transmittal
and acceptance of tendered Notes by Products Corporation for purchase will
constitute a binding agreement between the undersigned and Products Corporation
upon the terms and subject to the conditions of the Offers to Purchase in
effect on the Expiration Date.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Notes
tendered hereby and that when such Notes are accepted for purchase and payment
by Products Corporation, Products Corporation will acquire good title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim or right. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Depositary or by
Products Corporation to be necessary or desirable to complete the sale,
assignment and transfer of the Notes tendered hereby.
For purposes of the Tender offers, the undersigned understands that
Products Corporation will be deemed to have accepted for purchase validly
tendered Notes (or defectively tendered Notes with respect to which Products
Corporation has waived such defect) if, as and when Products Corporation gives
oral (promptly confirmed in writing) or written notice thereof to the
Depositary.
5
The undersigned also understands that each of the Tender Offers for the
8 1/8% Senior Notes and the 9% Senior Notes is independent of the other Tender
Offer and that neither Tender Offer is conditioned upon the purchase of a
minimum aggregate principal amount of Notes. The undersigned agrees that
Products Corporation reserves the right to extend or terminate either Tender
Offer, in its sole and absolute discretion, which may be for any or no reason,
and to otherwise amend either Tender Offer in any respect. The Tender Offers
are open to all Noteholders and are subject to customary conditions.
The undersigned further understands that, notwithstanding any other
provision of the Tender Offers, Products Corporation's obligation to accept for
purchase and to pay the Tender Offer Consideration for the Notes validly
tendered pursuant to the Tender Offers is subject to, and conditioned upon, the
satisfaction of or, where applicable, Products Corporation's waiver of, the
conditions set forth in the Offer to Purchase under the caption "Terms of the
Tender Offers -- Conditions to the Tender Offers."
Products Corporation reserves the right, in its sole discretion, to waive
any one or more of the conditions to the Tender Offers at any time as set forth
in the Offer to Purchase under the caption " Terms of the Tender Offers --
Conditions to the Tender Offers." Any Notes not accepted for purchase will be
returned promptly to the undersigned at the address set forth above, unless
otherwise indicated herein under "Special Delivery Instructions" below.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
The undersigned understands that the delivery and surrender of the Notes
is not effective, and the risk of loss of the Notes does not pass to the
Depositary, until receipt by the Depositary of this Letter of Transmittal (or a
facsimile hereof), properly completed and duly executed, or a properly
transmitted Agent's Message, together with all accompanying evidences of
authority and any other required documents in form satisfactory to Products
Corporation. All questions as to the form of all documents and the validity
(including time of receipt) and acceptance of tenders and withdrawals of Notes
will be determined by Products Corporation, in its sole discretion, which
determination shall be final and binding.
Unless otherwise indicated herein under "Special Payment Instructions,"
the undersigned hereby requests that any Notes not validly tendered or not
accepted for purchase be credited to the account at DTC designated above and
checks for payments of the Tender Offer Consideration, plus accrued and unpaid
interest to, but not including, the Settlement Date, to be made in connection
with the Tender Offers be delivered to, and issued to the order of, the
undersigned. Similarly, unless otherwise indicated herein under "Special
Delivery Instructions," the undersigned requests that any checks for payments
of the Tender Offer Consideration to be made in connection with the Tender
Offers be delivered to the undersigned at the address shown above.
In the event that the "Special Payment Instructions" box or the "Special
Delivery Instructions" box is, or both are, completed, the undersigned hereby
requests that any Notes not validly tendered or not accepted for purchase be
issued in the name(s) of, and be delivered to, the person(s) at the address(es)
or account(s) at DTC so indicated, as applicable, and checks for payments of
the Tender Offer Consideration, to be made in connection with the Tender Offers
be issued in the name(s) of, and be delivered to, the person(s) at the
address(es) so indicated, as applicable. The undersigned recognizes that
Products Corporation has no obligation pursuant to the "Special Payment
Instructions" box or "Special Delivery Instructions" box to credit any Notes if
Products Corporation does not accept for purchase any of the Notes so tendered.
6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING NOTEHOLDERS)
THIS LETTER OF TRANSMITTAL MUST BE SIGNED BY THE REGISTERED NOTEHOLDER(S)
EXACTLY AS THE NAME(S) APPEAR(S) ON A SECURITY POSITION LISTING THEM AS THE
OWNER OF NOTES ON THE BOOKS OF DTC OR ITS PARTICIPANTS. IF SIGNATURE IS BY A
TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR OTHER
PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST SET
FORTH HIS OR HER FULL TITLE BELOW UNDER "CAPACITY" AND SUBMIT EVIDENCE
SATISFACTORY TO PRODUCTS CORPORATION OF SUCH PERSON'S AUTHORITY TO SO ACT. SEE
INSTRUCTION 4.
X
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SIGNATURE(S) OF REGISTERED NOTEHOLDER(S) OR AUTHORIZED SIGNATORY
Date:
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Name(s):
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(PLEASE PRINT)
Capacity:
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Address:
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(INCLUDING ZIP CODE)
AREA CODE AND TELEPHONE NO.:
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TAX IDENTIFICATION OR SOCIAL SECURITY NO.:
-----------------------------------
IMPORTANT: COMPLETE SUBSTITUTE FORM W-9 HEREIN OR APPLICABLE FORM W-8
SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTOR
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
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(AUTHORIZED SIGNATURE)
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(TITLE)
Date:
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7
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 6)
To be completed ONLY if payment of the Tender Offer Consideration to be
paid for the acceptance of 8 1/8% Senior Notes is to be made to someone
other than the person or persons whose signature(s) appear(s) within this
Letter of Transmittal or if the 8 1/8% Senior Notes not tendered or that are
not accepted for purchase are to be issued to the order of someone other
than the person(s) whose signature(s) appear(s) above or credited to an
account maintained at DTC other than the account designated above.
Issue: [ ] Payment [ ] Notes
(check as applicable)
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(Such person(s) must properly complete the Substitute Form W-9 herein, Form
W-8BEN, Form W-8ECI or Form W-8IMY, as applicable)
Deliver unpurchased Notes:
(a) by book-entry to the DTC account set forth below
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(DTC ACCOUNT NUMBER)
Number of Account Party:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, AND 5)
To be completed ONLY if payment of the Tender Offer Consideration to be
paid for the acceptance of 8 1/8% Senior Notes is to be sent to someone
other than the person or persons whose signature(s) appear(s) within this
Letter of Transmittal or to such person or persons at an address different
from that shown in the box entitled "Description of the 8 1/8% Senior Notes
Tendered" within this Letter of Transmittal.
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(Such person(s) must properly complete the Substitute Form W-9 herein, Form
W-8BEN, Form W-8ECI or Form W-8IMY, as applicable)
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8
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 6)
To be completed ONLY if payment of the Tender Offer Consideration to be
paid for the acceptance of 9% Senior Notes is to be made to someone other
than the person or persons whose signature(s) appear(s) within this Letter
of Transmittal or if the 9% Senior Notes not tendered or that are not
accepted for purchase are to be issued to the order of someone other than
the person(s) whose signature(s) appear(s) above or credited to an account
maintained at DTC other than the account designated above.
Issue: [ ] Payment [ ] Notes
(check as applicable)
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(Such person(s) must properly complete the Substitute Form W-9 herein, Form
W-8BEN, Form W-8ECI or Form W-8IMY, as applicable)
Deliver unpurchased Notes:
(a) by book-entry to the DTC account set forth below
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(DTC ACCOUNT NUMBER)
Number of Account Party:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, AND 5)
To be completed ONLY if payment of the Tender Offer Consideration to be
paid for the acceptance of 9% Senior Notes is to be sent to someone other
than the person or persons whose signature(s) appear(s) within this Letter
of Transmittal or to such person or persons at an address different from
that shown in the box entitled "Description of the 9% Senior Notes
Tendered" within this Letter of Transmittal.
Name:
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(Such person(s) must properly complete the Substitute Form W-9 herein, Form
W-8BEN, Form W-8ECI or Form W-8IMY, as applicable)
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9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFERS
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND BOOK-ENTRY CONFIRMATIONS. To
tender Notes in the Tender Offers, the Depositary must receive at its
address set forth herein a confirmation of any book-entry transfer into the
Depositary's account with DTC of Notes tendered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or manually
signed facsimile hereof) and any other documents required by this Letter of
Transmittal. A Noteholder may also tender Notes that are held through DTC
by transmitting its acceptance of the Tender Offer through DTC's Automated
Tender Offer Program ("ATOP"), for which the Tender Offer is eligible, and
DTC will then edit and verify the acceptance and send an Agent's Message to
the Depositary for its acceptance. The term "Agent's Message" means a
message transmitted by DTC and received by the Depositary and forming part
of the book-entry confirmation, which states that DTC has received an
express acknowledgment from each participant in DTC tendering the Notes and
that such participant has received the Letter of Transmittal and agrees to
be bound by the terms of the Letter of Transmittal, and the Company may
enforce such agreement against such participant.
The foregoing must be received by the Depositary on or prior to 3:00 p.m.,
New York City time, on the Expiration Date in order to receive the Tender
Offer Consideration.
The method of delivery of this Letter of Transmittal and all other required
documents to the Depositary is at the election and risk of Noteholders.
Except as otherwise provided below, the delivery will be deemed made when
actually received or confirmed by the Depositary. This Letter of
Transmittal should be sent only to the Depositary, not to Products
Corporation, the Dealer Manager, the Information Agent, the Trustee or DTC.
2. WITHDRAWAL OF TENDERS. The Tender Offers will not have withdrawal rights.
Notes tendered in the Tender Offers are irrevocable unless otherwise
required by law.
3. PARTIAL TENDERS. Tenders of Notes pursuant to the Offers to Purchase will
be accepted only in original principal amounts equal to $1,000 of Notes and
integral multiples thereof. The entire principal amount of all Notes not
tendered or not accepted for purchase will be returned by credit to the
account at DTC designated herein.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENT;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is 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 proper evidence
satisfactory to Products Corporation of their authority so to act must be
submitted with this Letter of Transmittal.
If this Letter of Transmittal is signed by a DTC participant whose name
appears on a security position listing as the owner of the Notes listed and
transmitted hereby, no endorsements or separate bond powers are required
unless payment is to be made to, or Notes not tendered or not accepted for
purchase are to be credited to the account of, a person other than the DTC
participant.
Signatures on all Letters of Transmittal must be guaranteed by a
participant in a recognized Medallion Signature Program unless the Notes
tendered thereby are tendered (i) by a participant in DTC whose name
appears on a security position listing them as the owner of such Notes that
has not completed the box marked "Special Payment Instructions" or the box
marked "Special Delivery Instructions" in the Letter of Transmittal or (ii)
for the account of an Eligible Institution.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS NOT
THE REGISTERED NOTEHOLDER, THEN THE REGISTERED NOTEHOLDER MUST SIGN A VALID
BOND POWER, WITH THE SIGNATURE OF SUCH REGISTERED NOTEHOLDER GUARANTEED BY
A PARTICIPANT IN A RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION
SIGNATURE GUARANTOR").
10
5. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. Tendering Noteholders
should indicate in the applicable box or boxes the name and address to
which checks for payment of the Tender Offer Consideration to be made in
connection with the Tender Offers are to be issued or sent, if different
from the name and address of the registered Noteholder signing this Letter
of Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated and such person must properly complete the Substitute Form W-9
herein, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY, as applicable. A
Noteholder may request that Notes not tendered or not accepted for purchase
be credited to such account at DTC as such Noteholder may designate under
the caption "Special Payment Instructions." If no such instructions are
given, any such Notes not tendered or not accepted for purchase will be
returned by crediting the account at DTC designated above.
6. TRANSFER TAXES. Products Corporation will pay all transfer taxes applicable
to the purchase and transfer of Notes pursuant to the Tender Offers, except
in the case of Notes not tendered or not accepted for payment that are
credited to the account of any person other than the person tendering the
Notes tendered thereby.
7. IRREGULARITIES. All questions as to the form of all documents and validity
(including time of receipt) and acceptance of tenders and withdrawals of
Notes will be determined by Products Corporation, in its sole discretion,
which determination shall be final and binding.
Alternative, conditional or contingent tenders will not be considered
valid. Products Corporation reserves the absolute right to reject any or
all tenders of Notes that are not in proper form or the acceptance of which
would, in Products Corporation's opinion, be unlawful. Products Corporation
also reserves the right to waive any defects, irregularities or conditions
of tender as to particular Notes. Products Corporation's interpretations of
the terms and conditions of the Offers to Purchase (including the
instructions in this Letter of Transmittal) will be final and binding. Any
defect or irregularity in connection with tenders of Notes must be cured
within such time as Products Corporation determines, unless waived by
Products Corporation. Tenders of Notes shall not have been deemed to have
been made until all defects or irregularities have been waived by Products
Corporation or cured. None of Products Corporation, the Trustee, the Dealer
Manager, the Information Agent, the Depositary or any other person will be
under any duty to give notice of any defects or irregularities in tenders
of Notes, or will incur any liability to Noteholders for failure to give
any such notice.
8. WAIVER OF CONDITIONS. Products Corporation expressly reserves the absolute
right, in its sole discretion, to amend or waive any of the conditions to
the Tender Offers in the case of any Notes tendered, in whole or in part,
at any time and from time to time.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering Notes and requests for assistance may be directed
to the Dealer Manager at the appropriate address and telephone numbers
appearing on the back cover of this Letter of Transmittal. Requests for
assistance and for additional copies of the Offer to Purchase and this
Letter of Transmittal may be directed to the Information Agent at the
address and telephone numbers appearing on the back cover of this Letter of
Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH
ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO 3:00
P.M. ON THE EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER CONSIDERATION.
11
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a Noteholder whose tendered Notes are
accepted for payment may be subject to backup withholding at a rate of 28% on
all reportable payments received pursuant to the Tender Offers. If the
Noteholder is a U.S. person, to prevent backup withholding on such payments,
the Noteholder generally is required to provide the Depositary with such
Noteholder's correct social security number or employer identification number
(each a Taxpayer Identification Number or a "TIN") by completing a Form W-9 or
the enclosed Substitute Form W-9, certifying that the TIN provided on the form
is correct (or that such Noteholder is awaiting a TIN) and that (i) the
Noteholder has not been notified by the Internal Revenue Service that he or she
is subject to backup withholding as a result of failure to report payments of
interest or dividends or (ii) after being so notified, the Internal Revenue
Service has notified the Noteholder that he or she is no longer subject to
backup withholding. Alternatively, a Noteholder can prevent backup withholding
by providing a basis for an exemption from backup withholding. If the
Depositary is not provided with the correct TIN or an adequate basis for
exemption, payments made to such Noteholder with respect to Notes purchased
pursuant to the Offer may be subject to backup withholding and the Noteholder
may be subject to a $50 penalty imposed by the Internal Revenue Service.
Each Noteholder is required to give the Depositary the TIN of the record
holder of the Notes. If the Notes are registered in more than one name or are
not registered in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report. A Noteholder who
does not have a TIN should write "Applied For" in Part I of the Substitute Form
W-9 if such Noteholder has applied for a number or intends to apply for a TIN
in the near future. If "Applied For" is written in Part I, the Noteholder must
also complete the "Certificate of Awaiting Taxpayer Identification Number"
below in order to avoid backup withholding. Notwithstanding that the
Certificate of Awaiting Taxpayer Identification Number is completed, reportable
payments that are received pursuant to the Offer will generally be subject to
backup withholding unless the Noteholder has furnished the Depositary with his
or her TIN by the time such payment is made. However, such amounts will be
refunded to such Noteholder if a TIN is provided to the Depositary within 60
days. A Noteholder who writes "Applied For" in Part I should furnish the
Depository with such Noteholder's TIN as soon as it is received.
Certain Noteholders (including, among others, corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt U.S. Noteholders should indicate their exempt status on
the Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Depositary a properly completed Internal Revenue Service Form
W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of a Substitute Form
W-9), signed under penalties of perjury, attesting to that Noteholder's exempt
status. A Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable, can be
obtained from the Depositary. Noteholders are urged to consult their tax
advisors to determine whether they are exempt from these backup withholding and
reporting requirements.
If backup withholding applies, the Depositary is required to withhold tax
at the applicable withholding rate (which is currently 28%) on any reportable
payments paid to a Noteholder pursuant to the Offer. Backup withholding is not
an additional U.S. federal income tax. If the required information is furnished
to the Internal Revenue Service in a timely manner, the U.S. federal income tax
liability of persons subject to backup withholding may be reduced by the amount
of tax withheld, and, if withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
12
TO BE COMPLETED BY CERTAIN TENDERING HOLDERS
(SEE IMPORTANT TAX INFORMATION)
DEPOSITARY'S NAME: U.S. BANK NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN
FORM W-9 IN THE BOX AT THE RIGHT AND SOCIAL SECURITY NUMBER
DEPARTMENT OF THE CERTIFY BY SIGNING AND DATING OR
TREASURY BELOW. EMPLOYER IDENTIFICATION NUMBER
INTERNAL REVENUE SERVICE
---------------------------------------------------------------------------------
PART 2--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); (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 ("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) I am a U.S. person (including a U.S. resident alien).
---------------------------------------------------------------------------------
PAYOR'S REQUEST FOR Certificate instructions--You must cross out
TAXPAYER IDENTIFICATION item (2) in Part 2 above if you have been
NUMBER (TIN) notified by the IRS that you are subject to PART 3--
backup withholding because of Awaiting TIN [ ]
underreporting interest and dividends on
your tax return. However, if after being PART 4--
notified by the IRS that you were subject to Exempt from backup
backup withholding you received another withholding [ ]
notification from the IRS stating that you
are no longer subject to backup withholding,
do not cross out item (2).
- --------------------------------------------------------------------------------------------------------------
Signature Date
---------------------------------------------------------- --------------------------------------
- --------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU UNDER THE TENDER OFFER AND
THE CONSENT SOLICITATON. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------------------------------------
CERTIFICATEOF 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, 28% of all reportable payments made to me will be withheld until I provide a tax
identification number to the Depositary.
Signature Date , 2004.
---------------------------------------------------------- ---------------------------------------
- --------------------------------------------------------------------------------------------------------------
13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.-- Social Security numbers have nine digits separated by two hyphens
(i.e., 000-00-0000). Employer identification numbers have nine digits separated
by only one hyphen (i.e., 00-0000000). The table below will help determine the
number to give the payer.
- ------------------------------ -----------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ------------------------------ -----------------------------
1. An Individual's The individual
account
2. Two or more The actual owner of the
individuals account or, if combined
(joint account) funds, the first individual
on the account(1)
3. Husband and Wife The actual owner of the
(joint account) account or, if joint funds,
either person(1)
4. Custodian account of The minor(2)
a minor (Uniform Gift
to Minors Act)
5. Adult and minor The adult or, if the minor
(joint account) is the only contributor, the
minor(1)
6. Account in the name The ward, minor, or
of the guardian or incompetent person(3)
committee for a
designated ward,
minor, or incompetent
person
7. a. The usual The grantor-trustee(1)
revocable savings
trust account
(grantor is also
trustee)
b. So-called trust The actual owner(1)
account that is not
legal or validtrust
under State law
8. Sole proprietorship The owner(4)
account
- ------------------------------ -----------------------------
GIVE THE
EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- --------------------------------- ----------------------------
9. A valid trust, estate, The legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated in
the account title)(5)
10. Corporate Account The corporation
11. Religious, charitable, The organization
or educational
organization
12. Partnership held in The partnership
the name of the
business
13. Association, club or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a state
or local government,
school district or
prison) that receives
agricultural program
payments
- ------------------------------ -----------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's social security number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) You must show your individual name, but you may also enter your business
or "DBA" name. You may use either your social security number or employer
identification number (if you have one).
(5) List first and circle the name of the legal trust, estate or pension
trust.
NOTE: If no name is circled when there is more than one name listed, the
number will be considered to be that of the first name listed.
14
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, or Form W-7,
Application for Individual Taxpayer Identification Number (for alien
individuals not able to get an SSN) at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on certain payments
include the following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a), an individual
retirement plan, or a custodial account under section 403(b)(7) if the
account satisfies the requirements of section 401(f)(2).
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
o An international organization or any agency or instrumentality
thereof.
o A dealer in securities or commodities required to register in the
U.S., the District of Columbia or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described
in section 4947.
o An entity registered at all times during the tax year under the
Investment Company Act of 1940.
o A middleman known in the investment community as a nominee or
custodian.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section
1441 of the Code.
o Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid
in money.
o Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is
$600 or more and is paid in the course of the payer's trade or
business and you have not provided your correct taxpayer
identification number to the payer.
o Payments of tax exempt interest (including exempt-interest dividends
under section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9
ENCLOSED HEREWITH TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS
FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
"EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS
ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP
WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE
OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6042, 6044, 6045, 6049, 6050A and 6050N.
PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to Internal Revenue Service. The Internal Revenue
Service uses the numbers for identification purposes and to help verify the
accuracy of tax returns. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 28%
(31% after 2010) of the gross amount of interest, dividends, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS -- If the requester discloses or
uses taxpayer identification numbers in violation of federal law, the requester
may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
- --------
* Unless otherwise indicated, all section references are to the Internal
Revenue Code of 1986, as amended.
15
To obtain additional copies of the Offer to Purchase, please contact the
Information Agent.
THE INFORMATION AGENT FOR THE TENDER OFFERS IS:
D.F. KING & CO., INC.
48 Wall Street
22nd Floor
New York, New York 10005
Banks and Brokers call: (212) 269-5550
Toll-free (800) 949-2583
THE DEPOSITARY FOR THE TENDER OFFERS IS:
U.S. BANK NATIONAL ASSOCIATION
By Regular or Certified Mail and
By Hand or Overnight Courier:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
Attention: Specialized Finance Department
By Facsimile:
(For Eligible Institutions Only)
(651) 495-8158
Confirmation:
(800) 934-6802
Any questions about the Tender Offers or procedures for accepting the
Tender Offers may be directed to the Dealer Manager.
THE DEALER MANAGER FOR THE TENDER OFFERS IS:
CITIGROUP GLOBAL MARKETS INC.
Liability Management Group
390 Greenwich Street, 4th Floor
New York, New York 10013
Telephone: (800) 558-3745 (toll-free)