LETTER OF TRANSMITTAL AND CONSENT
REVLON CONSUMER PRODUCTS CORPORATION
PURSUANT TO THE OFFER TO PURCHASE FOR CASH AND CONSENT SOLICITATION
DATED APRIL 16, 2004
RELATING TO ANY AND ALL OF ITS OUTSTANDING
$363,000,000
12% SENIOR SECURED NOTES DUE 2005
(CUSIP NO. 761519AT4)
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THE EARLY CONSENT DATE IS 5:00 P.M., NEW YORK CITY TIME, ON APRIL 29, 2004 (AS
IT MAY BE EXTENDED FROM TIME TO TIME, THE "EARLY CONSENT DATE"), AND THE
EXPIRATION DATE IS 3:00 P.M., NEW YORK CITY TIME, ON MAY 14, 2004 (AS IT MAY BE
EXTENDED FROM TIME TO TIME OR EARLIER TERMINATED, THE "EXPIRATION DATE"). IF WE
EXTEND EITHER OF THESE DATES OR TIMES, WE WILL ANNOUNCE THE NEW DATES OR TIMES.
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The Depositary for the Offer to Purchase and the Consent Solicitation 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 CONSENT 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 AND CONSENT SHOULD BE READ CAREFULLY BEFORE IT IS
COMPLETED.
Revlon Consumer Products Corporation (the "Company" or "Products
Corporation") is offering to purchase for cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase and Consent Solicitation
dated April 16, 2004 (the "Offer to Purchase"), its 12% Senior Secured Notes
due 2005 (the "Notes").
Noteholders should carefully review the information set forth in the Offer
to Purchase and this Letter of Transmittal and Consent (the "Letter of
Transmittal").
This Letter of Transmittal must accompany a tender of Notes and a delivery
of Consents pursuant to the Offer, except as provided below.
All capitalized terms used herein and not defined shall have the meanings
ascribed to them in the Offer to Purchase.
NOTEHOLDERS THAT WISH TO BE ELIGIBLE TO RECEIVE THE TOTAL CONSIDERATION
PURSUANT TO THE OFFER TO PURCHASE MUST VALIDLY TENDER THEIR NOTES TO THE
DEPOSITARY (OR VALIDLY RETENDER THEIR NOTES TO THE DEPOSITARY IF SUCH
NOTEHOLDERS HAVE, ON OR PRIOR TO THE WITHDRAWAL DEADLINE, VALIDLY WITHDRAWN OR
REVOKED THEIR NOTES) ON OR PRIOR TO THE EARLY CONSENT DATE. NOTEHOLDERS THAT
WISH TO BE ELIGIBLE TO RECEIVE THE TENDER OFFER CONSIDERATION PURSUANT TO THE
OFFER TO PURCHASE MUST VALIDLY TENDER THEIR NOTES TO THE DEPOSITARY ON OR PRIOR
TO THE EXPIRATION DATE.
WITHDRAWAL RIGHTS WILL TERMINATE AT THE TIME THAT THE CONDITIONS RELATING
TO THE REQUISITE CONSENTS (AS DEFINED IN THE OFFER TO PURCHASE) HAVE BEEN
SATISFIED OR WAIVED (THE "WITHDRAWAL DEADLINE"), AT WHICH TIME THE COMPANY WILL
ISSUE A PRESS RELEASE ANNOUNCING THAT THE WITHDRAWAL DEADLINE HAS PASSED.
SINCE THE WITHDRAWAL DEADLINE MAY OCCUR ON ANY DATE, THE COMPANY CANNOT
PREDICT WHEN THE WITHDRAWAL DEADLINE MAY OCCUR. Notwithstanding the foregoing,
Notes may be validly withdrawn and the related Consents may be validly revoked
after the Withdrawal Deadline if the Company reduces the amount of the Total
Consideration or the Tender Offer Consideration, as applicable, the Consent
Payment or the principal amount of Notes subject to the Offer or is otherwise
required by law to permit withdrawal. A valid withdrawal of tendered Notes will
constitute the concurrent, valid revocation of such Noteholders' related
Consent. To revoke Consents delivered in connection with tendered Notes,
Noteholders must withdraw the related tendered Notes. In addition, tendered
Notes may be validly withdrawn and the related Consents revoked if the Offer is
terminated without any Notes being purchased thereunder. In the event of a
termination of the Offer, the Notes tendered pursuant to the Offer will be
promptly returned to the tendering Noteholders and the related Consents will be
revoked.
FOLLOWING THE WITHDRAWAL DEADLINE, NOTES, INCLUDING NOTES TENDERED PRIOR
THE WITHDRAWAL DEADLINE AND NOTES TENDERED THEREAFTER, MAY NO LONGER BE VALIDLY
WITHDRAWN AND THE RELATED CONSENTS MAY NOT BE REVOKED.
Noteholders who validly tender their Notes pursuant to the Offer will be
deemed to have delivered their Consents by such tender. A Noteholder may not
revoke a Consent without withdrawing the previously tendered Notes to which
such Consent relates, and may not withdraw a tendered Note without revoking the
Consent relating to such Note.
Tendering or consenting Noteholders must consent to the applicable
Proposed Amendments and Collateral and Guaranty Release as an entirety. The
Proposed Amendments and Collateral and Guaranty Release will be effective only
upon the tender of Notes and delivery of Consents by Noteholders of, with
respect to the Proposed Amendments, not less than a majority in aggregate
principal amount of the Notes outstanding (the "Proposed Amendments Requisite
Consents") and, with respect to the Collateral and Guaranty Release, not less
than 66 2/3% aggregate principal amount of the Notes outstanding (the
"Collateral and Guaranty Release Requisite Consents" and, together with the
Proposed Amendments Requisite Consents, the "Requisite Consents"). In addition,
although the Company is not aware of any non-compliance by it with respect to
the Notes or the Existing Indenture, each Noteholder who tenders its Notes and
consents to the Proposed Amendments and the Collateral and Guaranty Release
will, upon the receipt in full of the Total Consideration or the Tender Offer
Consideration, as applicable, be deemed to have released and waived any and all
claims it may have arising from the prior non-compliance.
By executing this Letter of Transmittal and Consent, 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 and the Existing Indenture, 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
(and deliver the related Consent) by book-entry transfer to the Depositary's
account at The Depository Trust Company ("DTC") pursuant to the procedures
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set forth in the Offer to Purchase under the caption "Terms of the Offer --
Procedure for Tendering Notes and Consents" 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 Offer
and tender the Notes and give their Consent through the DTC Automated Tender
Offer Program ("ATOP") as set forth under "Terms of the Offer -- Procedure for
Tendering Notes and Consents" 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 Offer 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 Offer 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 Noteholder is a U.S. person.
THE TENDER OFFER AND CONSENT SOLICITATION ARE NOT BEING MADE TO (NOR WILL
TENDERS OF NOTES OR DELIVERY OF CONSENTS BE ACCEPTED FROM OR ON BEHALF OF)
NOTEHOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE TENDER
OFFER OR CONSENT SOLICITATION 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 Offer with respect to the Notes so registered and inform
such person to accept the Offer pursuant to the terms and conditions of the
Offer to Purchase.
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
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Account Number
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Transaction Code Number
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PURSUANT TO THE TERMS OF THE OFFER, THE COMPLETION, EXECUTION AND DELIVERY
OF THIS LETTER OF TRANSMITTAL IN CONNECTION WITH THE TENDER OF NOTES (INCLUDING
BY BOOK-ENTRY TRANSFER) WILL BE DEEMED TO CONSTITUTE A CONSENT TO THE
RESPECTIVE PROPOSED AMENDMENTS AND COLLATERAL AND GUARANTY RELEASE WITH RESPECT
TO THE NOTES SO TENDERED.
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
(and the resulting delivery of Consents) will be accepted only in aggregate
principal amounts equal to $1,000 and integral multiples thereof.
DESCRIPTION OF THE NOTES TENDERED
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Aggregate Principal Amount
Principal Tendered and to
Name(s) and Address(es) of Noteholder(s) Amount Which Consent is
(Please fill in, if blank) Represented* Given*
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Total: Total:
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* Unless otherwise indicated in the column labeled "Principal Amount Tendered and to Which Consent is
Given" 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 Represented," and delivered a Consent with respect to such
amount. 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.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS BELOW 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 Offer to Purchase for cash any and all of its
outstanding 12% Senior Secured Notes due 2005, issued June 21, 2002 (CUSIP No.
761519AT4) (the "Notes"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, as described in the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, the undersigned
hereby consents to the Proposed Amendments and to the Collateral and Guaranty
Release and 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 Offer as
described in the Offer to Purchase. THE RECEIPT BY THE DEPOSITARY OF A DULY
EXECUTED LETTER OF TRANSMITTAL WILL ALSO BE DEEMED TO CONSTITUTE A CONSENT TO
THE RESPECTIVE PROPOSED AMENDMENTS AND TO THE COLLATERAL AND GUARANTY RELEASE.
WITHDRAWAL RIGHTS WILL TERMINATE AT THE TIME THAT THE CONDITIONS RELATING
TO THE REQUISITE CONSENTS (AS DEFINED IN THE OFFER TO PURCHASE) HAVE BEEN
SATISFIED OR WAIVED (THE "WITHDRAWAL DEADLINE"), AT WHICH TIME THE COMPANY WILL
ISSUE A PRESS RELEASE ANNOUNCING THAT THE WITHDRAWAL DEADLINE HAS PASSED. SINCE
THE WITHDRAWAL DEADLINE MAY OCCUR ON ANY DATE, THE COMPANY CANNOT PREDICT WHEN
THE WITHDRAWAL DEADLINE MAY OCCUR. Notwithstanding the foregoing, Notes may be
validly withdrawn and the related Consents may be validly revoked after the
Withdrawal Deadline if the Company reduces the amount of the Total
Consideration or the Tender Offer Consideration, as applicable, the Consent
Payment or the principal amount of Notes subject to the Offer or is otherwise
required by law to permit withdrawal. A valid withdrawal of tendered Notes will
constitute the concurrent, valid revocation of such Noteholders' related
Consent. To revoke Consents delivered in connection with tendered Notes,
Noteholders must withdraw the related tendered Notes. In addition, tendered
Notes may be validly withdrawn and the related Consents revoked if the Offer is
terminated without any Notes being purchased thereunder. In the event of a
termination of the Offer, the Notes tendered pursuant to the Offer will be
promptly returned to the tendering Noteholders and the related Consents will be
revoked.
Following the Withdrawal Deadline, Notes, including Notes tendered prior
the Withdrawal Deadline and Notes tendered thereafter, may no longer be validly
withdrawn and the related Consents may not be revoked.
The undersigned agrees and acknowledges that, by the execution and
delivery hereof, the undersigned makes and provides the written Consent, with
respect to the Notes tendered hereby, to the Proposed Amendments and the
Collateral and Guaranty Release as permitted by the Existing Indenture. The
undersigned understands that the Consent provided hereby shall remain in full
force and effect unless and until such Consent is revoked in accordance with
the procedures set forth in the Offer to Purchase and this Letter of
Transmittal. The undersigned understands that revocation of such Consent will
be effective upon the proper withdrawal of the tender of the Notes to which
such Consent relates.
5
TENDERING AND CONSENTING NOTEHOLDERS MUST CONSENT TO THE PROPOSED
AMENDMENTS AND COLLATERAL AND GUARANTY RELEASE AS AN ENTIRETY. THE PROPOSED
AMENDMENTS AND COLLATERAL AND GUARANTY RELEASE WILL ONLY BE EFFECTIVE UPON THE
TENDER OF NOTES AND DELIVERY OF CONSENTS BY NOTEHOLDERS OF, WITH RESPECT TO THE
PROPOSED AMENDMENTS, NOT LESS THAN A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF
THE NOTES OUTSTANDING (THE "PROPOSED AMENDMENTS REQUISITE CONSENTS") AND, WITH
RESPECT TO THE COLLATERAL AND GUARANTY RELEASE, NOT LESS THAN 66 2/3% AGGREGATE
PRINCIPAL AMOUNT OF THE NOTES OUTSTANDING (THE "COLLATERAL AND GUARANTY RELEASE
REQUISITE CONSENTS"). ANY NOTES OWNED BY THE COMPANY OR BY ANY PERSON DIRECTLY
OR INDIRECTLY CONTROLLING OR CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
COMPANY SHALL BE DISREGARDED IN DETERMINING WHETHER THE NOTEHOLDERS OF THE
REQUIRED PRINCIPAL AMOUNT OF NOTES HAVE GIVEN A CONSENT IN CONNECTION WITH THE
PROPOSED AMENDMENTS AND THE COLLATERAL AND GUARANTY RELEASE.
IN ADDITION, ALTHOUGH THE COMPANY IS NOT AWARE OF ANY NON-COMPLIANCE BY IT
WITH RESPECT TO THE NOTES OR THE EXISTING INDENTURE, EACH NOTEHOLDER WHO
TENDERS ITS NOTES AND CONSENTS TO THE PROPOSED AMENDMENTS AND THE COLLATERAL
AND GUARANTY RELEASE WILL, UPON THE RECEIPT IN FULL OF THE TOTAL CONSIDERATION
OR THE TENDER OFFER CONSIDERATION, AS APPLICABLE, BE DEEMED TO HAVE RELEASED
AND WAIVED ANY AND ALL CLAIMS IT MAY HAVE ARISING FROM PRIOR NON-COMPLIANCE, IF
ANY.
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, IF ANY, 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 and deliveries of
Consents pursuant to any of the procedures described in the Offer to Purchase
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 Offer to Purchase in effect
on the Expiration Date or the Early Consent Date, as applicable.
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 agree to the Proposed Amendments and the Collateral and
Guaranty Release 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 or to perfect the
undersigned's Consent to the Proposed Amendments and to the Collateral and
Guaranty Release, and facilitate the execution of the Supplemental Indenture
relating thereto.
For purposes of the Offer, 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.
The undersigned understands that, notwithstanding any other provision of
the Offer, Products Corporation's obligation to accept for purchase, and to pay
the Total Consideration or the Tender Offer Consideration, as applicable, for
the Notes validly tendered and not withdrawn pursuant to the Offer 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 Offer -- Conditions to the Tender Offer and the
Consent Solicitation."
Products Corporation reserves the right, in its sole discretion, to waive
any one or more of the conditions to the Offer at any time as set forth in the
Offer to Purchase under the caption "Terms of the
6
Offer -- Conditions to the Tender Offer and the Consent Solicitation." 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 or the Total
Consideration, as applicable, plus accrued and unpaid interest to, but not
including, the Settlement Date, to be made in connection with the Offer 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 or the Total Consideration, as applicable, to be made in
connection with the Tender Offer 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 or the Total Consideration, as applicable, to be
made in connection with the Tender Offer 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.
7
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING NOTEHOLDERS)
The completion, execution and delivery of this Letter of Transmittal on or
prior to the Expiration Date, will be deemed to constitute a Consent to the
Proposed Amendments and to the Collateral and Guaranty Release.
This Letter of Transmittal must be signed by the registered Noteholder(s)
exactly as their 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.:
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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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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 6)
To be completed ONLY if payment for the Tender Offer Consideration or the
Total Consideration, as applicable, is to be made to someone other than the
person or persons whose signature(s) appear(s) within this Letter of
Transmittal or if 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 for the Tender Offer Consideration or the
Total Consideration, as applicable, 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 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 Offer to Purchase
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND BOOK-ENTRY CONFIRMATIONS;
CONSENTS TO PROPOSED AMENDMENTS AND COLLATERAL AND GUARANTY RELEASE. To tender
Notes and deliver Consents in the Offer, 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. DTC participants using ATOP need not complete and
physically deliver this Letter of Transmittal to the Depositary.
The foregoing must be received by the Depositary prior to 5:00 p.m., New
York City time, on the Early Consent Date, in order to receive the Total
Consideration, which includes both the Tender Offer Consideration and the
Consent Payment, or prior to 3:00 p.m., New York City time, on the Expiration
Date in order to receive only 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 AND REVOCATION OF CONSENTS. WITHDRAWAL RIGHTS WILL
TERMINATE AT THE TIME THAT THE CONDITIONS RELATING TO THE REQUISITE CONSENTS (AS
DEFINED IN THE OFFER TO PURCHASE) HAVE BEEN SATISFIED OR WAIVED (THE "WITHDRAWAL
DEADLINE"), AT WHICH TIME THE COMPANY WILL ISSUE A PRESS RELEASE ANNOUNCING THAT
THE WITHDRAWAL DEADLINE HAS PASSED. SINCE THE WITHDRAWAL DEADLINE MAY OCCUR ON
ANY DATE, THE COMPANY CANNOT PREDICT WHEN THE WITHDRAWAL DEADLINE MAY OCCUR.
Notwithstanding the foregoing, Notes may be validly withdrawn and the related
Consents may be validly revoked after the Withdrawal Deadline if the Company
reduces the amount of the Total Consideration or the Tender Offer Consideration,
as applicable, the Consent Payment or the principal amount of Notes subject to
the Offer or is otherwise required by law to permit withdrawal. A valid
withdrawal of tendered Notes will constitute the concurrent, valid revocation of
such Noteholders' related Consent. To revoke Consents delivered in connection
with tendered Notes, Noteholders must withdraw the related tendered Notes. In
addition, tendered Notes may be validly withdrawn and the related Consents
revoked if the Offer is terminated without any Notes being purchased thereunder.
In the event of a termination of the Offer, the Notes tendered pursuant to the
Offer will be promptly returned to the tendering Noteholders and the related
Consents will be revoked.
Following the Withdrawal Deadline, Notes, including Notes tendered prior
the Withdrawal Deadline and Notes tendered thereafter, may no longer be validly
withdrawn and the related Consents may not be revoked.
Noteholders who wish to exercise their right of withdrawal of tender and
revocation of Consent with respect to the Offer must give notice of withdrawal
of tender and revocation of Consent delivered by a properly transmitted "Request
Message" through ATOP. For a withdrawal of a tender of Notes and revocation of
Consent to be effective, a notice of withdrawal must specify the name of the
person who deposited the Notes to be withdrawn (the "Depositor"), the name of
the participant in DTC, if applicable, whose name appears on the security
position listing as the owner of such Notes, if different from that of the
Depositor, and a description of and the principal amount of Notes to be
withdrawn. The name and
10
number of the account at DTC to be credited with withdrawn Notes must also be
furnished to the Depositary. The notice of withdrawal must be signed by the
Noteholder in the same manner as this Letter of Transmittal (including, in any
case, any required signature guarantee(s)), or be accompanied by (i) documents
of transfer sufficient to have the Trustee register the transfer of the Notes
into the name of the person withdrawing such Notes and (ii) a properly
completed irrevocable proxy that authorized such person to effect such
revocation on behalf of such Noteholder. If the Notes to be withdrawn have been
delivered or otherwise identified to the Depositary, a signed notice of
withdrawal is effective immediately upon written or facsimile notice of
withdrawal even if physical release is not yet effected. Any Notes withdrawn
will be deemed to be not validly tendered for purposes of the Offer. BY
DELIVERING THIS LETTER OF TRANSMITTAL, A NOTEHOLDER THEREBY (I) CONSENTS TO THE
PROPOSED AMENDMENTS AND TO THE COLLATERAL AND GUARANTY RELEASE AND (II) WAIVES
ANY RIGHTS OR REQUIREMENTS RELATING TO THE DELIVERY OF CONSENTS OR THE PROPOSED
AMENDMENTS OR THE COLLATERAL AND GUARANTY RELEASE OF THE EXISTING INDENTURE TO
THE EXTENT THE TERMS OF THE OFFER ARE INCONSISTENT WITH THE EXISTING INDENTURE,
PROVIDED THAT SUCH WAIVER WILL BE EFFECTIVE ONLY UPON THE TENDER OF NOTES AND
DELIVERY OF CONSENTS BY NOTEHOLDERS OF, WITH RESPECT TO THE PROPOSED
AMENDMENTS, NOT LESS THAN A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE NOTES
OUTSTANDING AND, WITH RESPECT TO THE COLLATERAL AND GUARANTY RELEASE, NOT LESS
THAN 66 2/3% AGGREGATE PRINCIPAL AMOUNT OF THE NOTES OUTSTANDING. ANY NOTES
OWNED BY THE COMPANY OR BY ANY PERSON DIRECTLY OR INDIRECTLY CONTROLLING OR
CONTROLLED BY OR UNDER COMMON CONTROL WITH THE COMPANY SHALL BE DISREGARDED IN
DETERMINING WHETHER THE NOTEHOLDERS OF THE PRINCIPAL AMOUNT OF NOTES HAVE GIVEN
A CONSENT IN CONNECTION WITH THE PROPOSED AMENDMENTS AND THE COLLATERAL AND
GUARANTY RELEASE.
Withdrawal of Notes and revocation of Consents can be accomplished only in
accordance with the foregoing procedures.
All questions as to the validity (including time of receipt) of notices of
withdrawal will be determined by Products Corporation in Products Corporation's
sole discretion, and Products Corporation's determination shall be final and
binding. None of Products Corporation, the Dealer Manager, the Information
Agent, the Depositary, the Trustee or any other person will be under any duty
to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.
3. PARTIAL TENDERS. Tenders of Notes pursuant to the Offer 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.
11
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").
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 or the Total
Consideration, as applicable, to be made in connection with the Offer to
Purchase 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 Offer,
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 Tender Offer (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 Offer 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 5:00
P.M., NEW YORK CITY TIME, ON THE EARLY CONSENT DATE WITH RESPECT TO NOTEHOLDERS
WISHING TO RECEIVE THE TOTAL CONSIDERATION, WHICH INCLUDES BOTH THE TENDER
OFFER CONSIDERATION AND THE CONSENT PAYMENT. OTHERWISE, THIS LETTER OF
TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED PRIOR TO 3:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER CONSIDERATION.
12
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 Offer. 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, including the Consent Payment, made to such Noteholder
with respect to Notes purchased pursuant to the Tender 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 Tender 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.
13
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.
-------------------------------------- -----------------
14
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.
15
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.
16
To obtain additional copies of the Offer to Purchase and Consent
Solicitation, please contact the Information Agent.
THE INFORMATION AGENT FOR THE OFFER 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 OFFER IS:
U.S. BANK NATIONAL ASSOCIATION
By Regular or Certified Mail and
By Hand or Overnight Carrier:
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 Offer to Purchase and Consent Solicitation or
procedures for accepting the Offer may be directed to the Dealer Manager.
THE DEALER MANAGER FOR THE OFFER IS:
CITIGROUP GLOBAL MARKETS INC.
Liability Management Group
390 Greenwich Street, 4th Floor
New York, New York 10013
Telephone: (800) 558-3745 (toll-free)