LETTER OF TRANSMITTAL
HUNTSMAN PACKAGING CORPORATION
OFFER FOR ANY AND ALL OUTSTANDING
91/8% SENIOR SUBORDINATED NOTES DUE 2007
IN EXCHANGE FOR
91/8% SENIOR SUBORDINATED NOTES DUE 2007
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED ________, 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON _________, _______, 1998, UNLESS THE OFFER IS EXTENDED.
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE
The Exchange Agent for the Exchange Offer is:
The Bank of New York
By Hand or Overnight Delivery: Facsimile Transmission: By Registered or Certified Mail:
(Eligible Institutions Only)
The Bank of New York The Bank of New York
101 Barclay Street [ ] 101 Barclay Street, Floor 7E
Corporate Trust Services Window, New York, New York 10286
Ground Floor Attention: Reorganization Section
New York, New York 10286
Attention: Reorganization Section
To Confirm by Telephone
or for Information call:
[ ]
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that he or she has received the Prospectus,
dated _______, 1998 (the "Prospectus"), of Huntsman Packaging Corporation, a
Utah corporation ("Huntsman Packaging"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together constitute Huntsman Packaging's offer
(the "Exchange Offer") to exchange an aggregate principal amount of up to
$125,000,000 of its 91/8% Senior Subordinated Notes due 2007 (the "New Notes")
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the issued and outstanding
91/8% Senior Subordinated Notes due 2007 (the "Old Notes") of Huntsman
Packaging from the holders thereof.
For each Old Note accepted for exchange, the holder of such Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. Interest on each New Note will accrue (A) from the later of (i) the
last interest payment date on which interest was paid on the Old Note
surrendered in exchange therefor, or (ii) if the Old Note is surrendered for
exchange on a date in a period which includes the record date for an interest
payment date to occur on or after the date of such exchange and as to which
interest will be paid, the date of such interest payment date or (B) if no
interest has been paid on the Old Notes, from September 30, 1997. Accordingly,
registered holders of New Notes on the relevant record date for the first
interest payment date following the consummation of the Exchange Offer will
receive interest accruing from the most recent date to which interest has been
paid or, if no interest has been paid, from September 30, 1997. Old Notes
accepted for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer. Holders of Old Notes whose Old Notes are
accepted for exchange will not
receive any payment in respect of accrued interest on such Old Notes. If
Huntsman Packaging fails to comply with certain registration obligations as set
forth in the Registration Rights Agreement, dated as of September 19, 1997,
Huntsman Packaging shall pay additional interest (up to a maximum of 1.0% per
annum in aggregate of the principal amount) to holders of Old Notes affected
thereby. See "Description of the Notes and Guarantees -- Additional Interest"
section in the Prospectus. Holders of Old Notes accepted for exchange will be
deemed to have waived the right to receive any other payment or accrued
interest on the Old Notes. Huntsman Packaging reserves the right, at any time
or from time to time, to extend the Exchange Offer at its discretion, in which
event the term "Expiration Date" shall mean the latest time and date to which
the Exchange Offer is extended. Huntsman Packaging shall notify the holders of
the Old Notes of any extension by oral or written notice prior to 9:00 A.M.,
New York City time, on the next business day after the previously scheduled
Expiration Date.
This Letter of Transmittal is to be completed by a holder of Old Notes
either if certificates are to be forwarded herewith or if a tender of Old
Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures for tender set forth
in "The Exchange Offer -- Book-Entry Transfer" section of the Prospectus and an
Agent's Message (as defined herein) is not delivered. Holders who are
Book-Entry Transfer Facility participants tendering by book-entry transfer must
execute such tender through the Automated Tender Offer Program ("ATOP"). A
holder using ATOP should transmit its acceptance to the Book-Entry Transfer
Facility on or prior to the Expiration Date. The Book-Entry Transfer Facility
will verify such acceptance, execute a book-entry transfer of the tendered Old
Notes into the Exchange Agent's account at the Book-Entry Transfer Facility,
and then send to the Exchange Agent confirmation of such book-entry transfer (a
"Book-Entry Confirmation"), including an Agent's Message confirming that the
Book-Entry Transfer Facility has received an express acknowledgment from such
holder that such holder has received and agrees to be bound by this Letter of
Transmittal and that Huntsman Packaging may enforce this Letter of Transmittal
against such holder. The Book-Entry Confirmation must be received by the
Exchange Agent in order for the tender relating thereto to be effective.
Holders of Old Notes whose certificates are not immediately available, or who
are unable to deliver their certificates or confirmation of book-entry tender
of their Old Notes into the Exchange Agent's account at the Book-Entry Transfer
Facility and all other documents required by this Letter of Transmittal to the
Exchange Agent on or prior to the Expiration Date, must tender their Old Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" section of the Prospectus.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
2
NOTE: SIGNATURE MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of Old Notes should be listed on a separate signed schedule affixed
hereto.
- --------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES 1 2 3
- --------------------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AMOUNT OF AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* OLD NOTE(S) TENDERED**
- --------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
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TOTAL
- --------------------------------------------------------------------------------------------------------------------
* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes
represented by the Old Notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in
denomination of principal amount of $1,000 or an integral multiple thereof. See Instruction 1.
- --------------------------------------------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
By crediting Old Notes to the Exchange Agent's Account at the Book-Entry
Facility in accordance with the Book-Entry Transfer Facility's ATOP and by
complying with applicable ATOP procedures with respect to the Exchange
Offer, including transmitting an Agent's Message to the Exchange Agent in
which the holder of Old Notes acknowledge and agrees to be bound by the
terms of this Letter of Transmittal, the participant in ATOP confirms on
behalf of itself and the beneficial owners as if it had completed the
information required herein and executed and transmitted this Letter of
Transmittal to the Exchange Agent.
Name of Tendering Institution ___________________________________________
Account Number ________________ Transaction Code Number _______________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s)__________________________________________
Window Ticket Number (if any)____________________________________________
Date of Execution of Notice of Guaranteed Delivery_______________________
Name of Institution which Guaranteed Delivery____________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number ________________ Transaction Code Number _______________
3
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name _____________________________________________________________________
Address __________________________________________________________________
__________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a
distribution of New Notes. If the undersigned is a broker-dealer that
will receive New Notes for its own account in exchange for Old Notes, it
represents that the Old Notes to be exchanged for New Notes were acquired
by it as a result of market-making or other trading activities and
represents that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such New Notes;
however, by so represents and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning
of the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
4
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Huntsman Packaging the aggregate principal amount
of Old Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Old Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, Huntsman Packaging all right,
title and interest in and to such Old Notes as are being tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent as
its agent and attorney-in-fact with respect to the tendered Old Notes, will
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) subject only to the right of
withdrawal described in the Prospectus, to (i) deliver Certificates for Old
Notes to Huntsman Packaging together with all accompanying evidences of
transfer and authenticity to, or upon the order of, Huntsman Packaging, upon
receipt by the Exchange Agent, as the undersigned's agent, of the New Notes to
be issued in exchange for the Old Notes, (ii) present Certificates for such Old
Notes for transfer, and to transfer the Old Notes on the books of Huntsman
Packaging, and (iii) receive for the account of Huntsman Packaging all benefits
and otherwise exercise all rights of beneficial ownership of such Old Notes,
all in accordance with the terms and conditions of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that when the same are accepted for exchange, Huntsman
Packaging will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and that the Old Notes are
not subject to any adverse claim when the same are accepted by Huntsman
Packaging. The undersigned hereby further represents that any New Notes
acquired in exchange for Old Notes tendered hereby will have been acquired in
the ordinary course of business of the person receiving such New Notes, whether
or not such person is the undersigned, that neither the holder of such Old
Notes nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such New Notes and that neither
the holder of such Old Notes nor any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act, of Huntsman Packaging.
The undersigned also acknowledges that this Exchange Offer is being made
in reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") contained in several no-action letters issued to
third parties, that the New Notes issued pursuant to the Exchange Offer in
exchange for the Old Notes may be freely transferable by holders thereof (other
than any such holder which is an "affiliate" of Huntsman Packaging within the
meaning of Rule 405 under the Securities Act) without further registration
under the Securities Act; provided, however, that each holder that wishes to
exchange its Old Notes for New Notes will be required to represent (i) that any
New Notes to be received by it will be acquired in the ordinary course of its
business, (ii) that at the time of the commencement of the Exchange Offer it
has no arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of the New Notes in
violation of the Securities Act, (iii) that it is not an "affiliate" (as
defined in Rule 405 promulgated under the Securities Act) of Huntsman
Packaging, (iv) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of
New Notes and (v) if such holder is a broker-dealer (a "Participating
Broker-Dealer") that will receive New Notes for its own account in
exchange for Old Notes that were acquired as a result of market-making or
other trading activities, that it will deliver a prospectus in connection with
any resale of such New Notes and that it acquired such Old Notes as a result
of market-making activities or other trading activities. However, Huntsman
Packaging does not intend to request the Commission to consider, and the
Commission has not considered, the Exchange Offer in the context of a
no-action letter and there can be no assurance that the staff of the
Commission would make a similar determination with respect to the Exchange
Offer as in such other circumstances. Huntsman Packaging will agree to make
available, during the period required by the Securities Act, a prospectus
meeting the requirements of the Securities Act for use by Participating
Broker-Dealers and other persons, if any, with similar prospectus delivery
requirements for use in connection with any resale of New Notes. If any holder
is an affiliate of Huntsman Packaging or is engaged in or intends to engage
in or has any arrangement with any person to participate in the distribution
of the New Notes to be acquired pursuant to the Exchange Offer, such holder
(i) could not rely on the applicable interpretations of the staff of the
Commission and (ii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction,
including the delivery of a prospectus which contains the information with
respect to any selling holder required by the Securities Act. Each
broker-dealer that receives New Notes for its own account pursuant to the
Exchange Offer must represent to Huntsman Packaging that the Old Notes to be
exchanged for the New Notes were acquired by it as a result of market-making or
other trading activities and represents that it will deliver a prospectus in
connection with any resale of such New Notes. The Letter of Transmittal
5
states that by so representing and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by Huntsman Packaging to be necessary or desirable to complete
the sale, assignment and transfer of the Old Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter of Transmittal and
every obligation of the undersigned hereunder will be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and will not be affected by, and
will survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer -- Withdrawal of Tenders" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above at the Book-Entry Transfer
Facility. Similarly, unless otherwise indicated herein in the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes
not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Old Notes."
6
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED
THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4) (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes To be completed ONLY if certificates for Old Notes
not exchanged and/or New Notes are to be issued in the not exchanged and/or New Notes are to be sent to
name of and sent to someone other than the person or someone other than the person or persons whose
persons whose signature(s) appear(s) below on this signature(s) appear(s) below on this Letter of Trans
Letter of Transmittal, or if Old Notes delivered by mittal or to such person or persons at an address other
book-entry transfer that are not accepted for exchange than shown in the box entitled "Description of Old
are to be returned by credit to an account maintained at Notes" above on this Letter of Transmittal.
the Book-Entry Transfer Facility other than the account
indicated above. Mail: New Notes and/or Old Notes to:
Issue: New Notes and/or Old Notes to: Name(s)________________________________________
(PLEASE TYPE OR PRINT)
Names(s)________________________________________
(PLEASE TYPE OR PRINT) _______________________________________________
(PLEASE TYPE OR PRINT)
________________________________________________
(PLEASE TYPE OR PRINT) Address________________________________________
Address_________________________________________ _______________________________________________
(INCLUDE ZIP CODE)
________________________________________________
(INCLUDE ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
o Credit unexchanged Old Notes delivered by
book-entry transfer to the Book-Entry Transfer
Facility account set forth below.
________________________________________________
(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
7
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF OR AN AGENT'S
MESSAGE IN LIEU HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
Dated .................................................................., 1998
X .............................. ...................................., 1998
X............................... ...................................., 1998
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number ........................................
If a holder is tendering any Old Notes, this Letter of Transmittal must be
signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Old Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s) .................................................................
.................................................................
(PLEASE TYPE OR PRINT)
Capacity .................................................................
Address .................................................................
.................................................................
(INCLUDE ZIP CODE)
SIGNATURE(S) GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution ......................................................
(AUTHORIZED SIGNATURE)
............................................................................
(TITLE)
...........................................................................
(NAME AND FIRM)
Dated ................................................................, 1998
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER FOR ALL
OUTSTANDING 91/8% SENIOR SUBORDINATED NOTES DUE 2007
IN EXCHANGE FOR THE 91/8% SENIOR SUBORDINATED NOTES DUE 2007
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OF HUNTSMAN PACKAGING CORPORATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be completed by holders of Old Notes
either if certificates are to be forwarded herewith or if tenders are to be
made pursuant to the procedures for delivery by book-entry transfer set forth
in "The Exchange Offer -- Book-Entry Transfer" section of the Prospectus and an
Agent's Message is not delivered. Holders who are Book-Entry Transfer Facility
participants tendering by Book-Entry transfer must execute such tender to the
Book-Entry Transfer Facility's ATOP system. A holder using ATOP should transmit
its acceptance to the Book-Entry Transfer Facility on or prior to the
Expiration Date. The Book-Entry Transfer Facility will verify such acceptance,
execute a book-entry transfer of the tendered Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility, and then send to the
Exchange Agent confirmation of such book-entry transfer (a "Book-Entry Confirma
tion"), including an Agent's Message confirming that the Book-Entry Transfer
Facility has received an express acknowledgment from such holder that such
holder has received and agrees to be bound by this Letter of Transmittal and
that Huntsman Packaging may enforce this Letter of Transmittal against such
holder. The Book-Entry confirmation must be received by the Exchange Agent in
order for the tender relating thereto to be effective. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
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, must be received by the Exchange Agent at the address
set forth herein on or prior to the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Old Notes
tendered hereby must be in denominations of principal amount of $1,000 or an
integral multiple thereof.
Holders of Old Notes whose certificates for Old Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis,
may tender their Old Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution, (ii) prior to Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery, substantially in the form provided by Huntsman Packaging (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes and the amount of Old Notes tendered,
stating that the tender is being made thereby and guaranteeing that within
three New York Stock Exchange, Inc. ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Old Notes in proper form for transfer, or, if using ATOP, a
Book-Entry Confirmation and any other documents required by the Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) the certificates for all physically tendered Old Notes, in
proper form for transfer, or, if using ATOP, a Book-Entry Confirmation and all
other documents required by this Letter of Transmittal, are received by the
Exchange Agent within three NYSE trading days after the date of execution of
the Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Old Notes
and all other required documents is at the election and risk of the tendering
holders and the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If Old Notes are sent by mail, it is suggested
that the mailing be made sufficiently in advance of the Expiration Date to
permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time,
on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
9
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER).
If less than all the Old Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Old Notes to be tendered in the box above entitled
"Description of Old Notes -- Principal Amount Tendered." In such case, a
reissued certificate representing the balance of Old Notes not tendered will be
sent to such tendering holder, unless otherwise provided in the appropriate box
on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE
OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED
UNLESS OTHERWISE INDICATED.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; POWERS OF ATTORNEY AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder of
the Old Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Old Notes specified herein and tendered hereby, no endorsements
of certificates or separate powers of attorney are required. If, however, the
New Notes are to be issued, or any untendered Old Notes are to be reissued, to
a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate powers of attorney are required.
Signatures on such certificate(s) must be guaranteed by a firm which is a
member of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust
company having an office or correspondent in the United States (collectively,
"Eligible Institutions").
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate powers of
attorney, in either case signed exactly as the name or names of the registered
holder or holders appear(s) on the certificate(s) and signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or powers of
attorney are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by Huntsman Packaging, proper evidence satisfactory to Huntsman
Packaging of their authority to so act must be submitted with this Letter of
Transmittal.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON POWERS OF
ATTORNEY REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION.
SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES
ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS
ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OLD NOTES) WHO HAS NOT
COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY
INSTRUCTIONS" ON THIS LETTER OF TRANSMITTAL OR (II) FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box
the name and address to which New Notes issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Old Notes not exchanged are to be
issued or sent, if different from the name or address of the person signing
this Letter of Transmittal. In the case of issuance in a different name, the
employer identification or social security number of the person named must also
be indicated. Holders tendering Old Notes by book-entry transfer may request
that Old Notes not exchanged be
10
credited to such account maintained at the Book-Entry Transfer Facility as such
holder may designate hereon. If no such instructions are given, such Old Notes
not exchanged will be returned to the name or address of the person signing
this Letter of Transmittal.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder
whose Old Notes are accepted for exchange must provide Huntsman Packaging (as
payor) with such holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which in the case of a tendering holder who is an
individual, is his social security number. If Huntsman Packaging is not
provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, delivery to such tendering holder of New Notes
may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
EXEMPT HOLDERS OF OLD NOTES (INCLUDING, AMONG OTHERS, ALL CORPORATIONS
AND CERTAIN FOREIGN INDIVIDUALS) ARE NOT SUBJECT TO THESE BACKUP WITHHOLDING
AND REPORTING REQUIREMENTS. SEE THE ENCLOSED GUIDELINES OF CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 (THE "W-9 GUIDELINES")
FOR ADDITIONAL INSTRUCTIONS.
To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the Substitute Form W-9 set forth below,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding or (ii) the
holder has not been notified by the Internal Revenue Service that such holder
is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
tendering holder of Old Notes is a nonresident alien or foreign entity not
subject to backup withholding, such holder must give Huntsman Packaging a
completed Form W-8, Certificate of Foreign Statutes. These forms may be
obtained from the Exchange Agent. If the Old Notes are in more than one name or
are not in the name of the actual owner, such holder should consult the W-9
Guidelines for information on which TIN to report. If such holder does not have
a TIN, such holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and
write "applied for" in lieu of its TIN. Note: Checking this box and writing
"applied for" on the form means that such holder has already applied for a TIN
or that such holder intends to apply for one in the near future. If such holder
does not provide its TIN to Huntsman Packaging within 60 days, backup
withholding will begin and continue until such holder furnishes its TIN to
Huntsman Packaging.
6. TRANSFER TAXES.
Huntsman Packaging will pay all transfer taxes, if any, applicable to
the transfer of Old Notes to it or its order pursuant to the Exchange Offer.
If, however, New Notes and/or substitute Old Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the transfer of Old Notes to Huntsman Packaging or its
order pursuant to the Exchange Offer, the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer
taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER OF
TRANSMITTAL.
7. WITHDRAWAL RIGHTS.
Except as otherwise provided herein, tenders of Old Notes may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth above or in the Prospectus on
or prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Old Notes to be withdrawn, the aggregate
principal amount of Old Notes to be withdrawn
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and (if Certificates for Old Notes have been tendered) the name of the
registered holder of the Old Notes as set forth on the Certificate for the Old
Notes, if different from that of the person who tendered such Old Notes. If
Certificates for the Old Notes have been delivered or otherwise identified to
the Exchange Agent, then prior to the physical release of such Certificates for
the Old Notes, the tendering holder must submit the serial numbers shown on the
particular Certificates for the Old Notes to be withdrawn and the signature on
the notice of withdrawal must be guaranteed by an Eligible Institution, except
in the case of Old Notes tendered for the account of an Eligible Institution.
If Old Notes have been tendered pursuant to the procedures for book-entry
transfer set forth in the Prospectus under "The Exchange Offer -- Procedures
for Tendering Old Notes," the notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawal of Old Notes,
in which case a notice of withdrawal will be effective if delivered to the
Exchange Agent by written or facsimile transmission. Withdrawals of tenders of
Old Notes may not be rescinded. Old Notes properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any subsequent time on or prior to the Expiration Date by following any of the
procedures described in the Prospectus under "The Exchange Offer -- Procedures
for Tendering Old Notes."
All questions as to the validity, form and eligibility (including
time of receipt) of such withdrawal notices will be determined by Huntsman
Packaging, in its sole discretion, whose determination shall be final and
binding on all parties. Neither Huntsman Packaging, any affiliates or assigns
of Huntsman Packaging, the Exchange Agent nor any other person shall be under
any duty to give any notification of any irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.
Any Old Notes which have been tendered but which are withdrawn will be returned
to the holder thereof without cost to such holder promptly after withdrawal.
8. IRREGULARITIES.
Huntsman Packaging will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Old Notes, which
determination shall be final and binding on all parties. Huntsman Packaging
reserves the absolute right to reject any and all tenders determined by them
not to be in proper form or the acceptance of which, or exchange for which,
may, in the view of counsel to Huntsman Packaging be unlawful. Huntsman
Packaging also reserves the absolute right, subject to applicable law, to waive
any of the conditions of the Exchange Offer set forth in the Prospectus under
"The Exchange Offer -- Conditions to the Exchange Offer" or any conditions or
irregularity in any tender of Old Notes of any particu lar holder whether or
not similar conditions or irregularities are waived in the case of other
holders. Huntsman Packaging's interpretation of the terms and conditions of the
Exchange Offer (including this Letter of Transmittal and the instructions
hereto) will be final and binding. No tender of Old Notes will be deemed to
have been validly made until all irregularities with respect to such tender
have been cured or waived. Huntsman Packaging, any affiliates or assigns of
Huntsman Packaging, the Exchange Agent, or any other person shall not be under
any duty to give notification of any irregularities in tenders or incur any
liability for failure to give such notification.
9. WAIVER OF CONDITIONS.
Huntsman Packaging reserves the absolute right to waive satisfaction
of any or all conditions enumerated in the Prospectus.
10. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter of
Transmittal (or by book-entry transfer through ATOP), will waive any right to
receive notice of the acceptance of their Old Notes for exchange.
Neither Huntsman Packaging, the Exchange Agent nor any other person is
obligated to give notice to any defect or irregularity with respect to any
tender of Old Notes nor will any of them incur any liability for failure to
give any such notice.
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
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12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent, at the address and telephone number indicated
above.
13. INCORPORATION OF LETTER OF TRANSMITTAL.
This Letter of Transmittal shall be deemed to be incorporated in and
acknowledged and accepted by any tender through the Book-Entry Transfer
Facility's ATOP procedures by any Participant on behalf of itself and the
beneficial owners of any Old Notes so tendered.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: HUNTSMAN PACKAGING CORPORATION
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY TIN _________________
DEPARTMENT OF THE TREASURY SIGNING AND DATING BELOW. SOCIAL SECURITY NUMBER OR
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER
PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER ("TIN") PART 2--TIN APPLIED FOR [ ]
AND CERTIFICATION
CERTIFICATION: UNDER THE 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 (the "IRS") that I
am subject to backup withholding as a result of
a failure to report all interest or dividends,
or (c) the IRS has notified me that I am no
longer subject to backup withholding, and
(3) any other information provided on this form is
true and correct.
Signature______________________________ Date_____________
You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax return and you have not
been notified by the IRS that you are no longer subject to backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 31
percent of all reportable payments made to me thereafter will be withheld until
I provide a number.
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Signature Date
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