EXHIBIT 99.1
THE SCOTTS COMPANY
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
8.625% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
8.625% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
PURSUANT TO THE PROSPECTUS
DATED , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE
SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
STATE STREET BANK AND TRUST COMPANY
By Registered or Certified Mail or Hand or Overnight Delivery:
State Street Bank and Trust Company
Two International Place, Fourth Floor, Boston, MA 02110
Attention: Corporate Trust Department
Facsimile Transmissions: (Eligible Institutions Only) [ ]
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
The undersigned acknowledges receipt of the Prospectus dated ,
2002 (the "Prospectus"), of The Scotts Company, an Ohio corporation (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which
together with the Prospectus constitutes the Company's offer (the "Exchange
Offer") to exchange $1,000 principal amount of its 8.625% Series B Senior
Subordinated Notes due 2009 (the "Exchange Notes") for each $1,000 principal
amount of its outstanding 8.625% Series A Senior Subordinated Notes due 2009
(the "Original Notes"). Recipients of the Prospectus should read the
requirements described in such Prospectus with respect to eligibility to
participate in the Exchange Offer. Capitalized terms used but not defined herein
have the meaning given to them in the Prospectus.
The undersigned hereby tenders the Original Notes described in the box
entitled "Description of Original Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal. The
undersigned is the registered holder of all the Original Notes (the "Holder")
and the undersigned represents that it has received from each beneficial owner
of Original Notes (the "Beneficial Owners") a duly completed and executed form
of "Instruction to Registered Holder from Beneficial Owner" accompanying this
Letter of Transmittal, instructing the undersigned to take the action described
in this Letter of Transmittal.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.
This Letter of Transmittal is to be used by a Holder (i) if certificates
representing Original Notes are to be forwarded herewith and (ii) if a tender is
made pursuant to the guaranteed delivery procedures in the section of the
Prospectus entitled "The Exchange Offer -- Guaranteed Delivery Procedures."
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC can execute the tender through ATOP for which the Exchange Offer
will be eligible. DTC participants that are accepting the Exchange Offer must
transmit their acceptance to DTC which will verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send
an agent's message forming part of a book-entry transfer in which the
participant agrees to be bound by the terms of the Letter of Transmittal (an
"Agent's Message") to the Exchange Agent for its acceptance. Transmission of the
Agent's Message by DTC will satisfy the terms of the Exchange Offer as to
execution and delivery of a Letter of Transmittal by the participant identified
in the Agent's Message.
Any Beneficial Owner whose Original Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such Holder promptly and instruct such Holder to tender
on behalf of the Beneficial Owner. If such Beneficial Owner wishes to tender on
its own behalf, such Beneficial Owner must, prior to completing and executing
this Letter of Transmittal and delivering its Original Notes, either make
appropriate arrangements to register ownership of the Original Notes in such
Beneficial Owner's name or obtain a properly completed bond power from the
Holder. The transfer of record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a Holder must (i)
complete the box entitled "Description of Original Notes," (ii) if appropriate,
check and complete the boxes relating to book-entry transfer, guaranteed
delivery, Special Issuance Instructions and Special Delivery Instructions, (iii)
sign the Letter of Transmittal by completing the box entitled "Sign Here To
Tender Your Notes" and (iv) complete the Substitute Form W-9. Each Holder should
carefully read the detailed instructions below prior to completing the Letter of
Transmittal.
Holders of Original Notes who desire to tender their Original Notes for
exchange and (i) whose Original Notes are not immediately available or (ii) who
cannot deliver their Original Notes, this Letter of Transmittal and all other
documents required hereby to the Exchange Agent on or prior to the Expiration
Date, must tender the Original Notes pursuant to the guaranteed delivery
procedures set forth in the section of the Prospectus entitled "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 2.
Holders of Original Notes who wish to tender their Original Notes for
exchange must complete columns (1) through (3) in the box below entitled
"Description of Original Notes," and sign the box below entitled "Sign Here To
Tender Your Notes." If only those columns are completed, such Holder will have
tendered for exchange all Original Notes listed in column (3) below. If the
Holder wishes to tender for exchange less than all of such Original Notes,
column (4) must be completed in full. In such case, such Holder should refer to
Instruction 5.
The Exchange Offer may be extended, terminated or amended, as provided in
the Prospectus. During any such extension of the Exchange Offer, all Original
Notes previously tendered and not withdrawn pursuant to the Exchange Offer will
remain subject to such Exchange Offer.
The undersigned hereby tenders for exchange the Original Notes described in
the box entitled "Description of Original Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal.
2
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL NOTES
- -------------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT OF
NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) CERTIFICATE ORIGINAL NOTES
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON ORIGINAL NOTES(S)) NUMBER(S)* TENDERED**
- -------------------------------------------------------------------------------------------------------------------------
(If you need more space, attach a list and sign the list) ----------------------
----------------------
----------------------
TOTAL AMOUNT
TENDERED:
- -------------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** All Original Notes held shall be deemed tendered unless a lesser number is specified in this column.
- -------------------------------------------------------------------------------------------------------------------------
</Table>
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
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 Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution
-------------------------------------------
DTC Book-Entry Account Number
-------------------------------------------
Transaction Code Number
------------------------------------------------
[ ] 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:
Only Holders are entitled to tender their Original Notes for exchange in
the Exchange Offer. Any financial institution that is a participant in DTC's
system and whose name appears on a security position listing as the record owner
of the Original Notes and who wishes to make book-entry delivery of Original
Notes as described above must complete and execute a participant's letter (which
will be distributed to participants by DTC) instructing DTC's nominee to tender
such Original Notes for exchange. Persons who are Beneficial Owners of Original
Notes but are not Holders and who seek to tender Original Notes should (i)
contact the Holder and instruct such Holder to tender on his or her behalf, (ii)
obtain and include with this Letter of Transmittal, Original Notes properly
endorsed for transfer by the Holder or accompanied by a properly completed bond
power from the Holder, with signatures on the endorsement or bond power
guaranteed by a firm that is an eligible guarantor institution within the
meaning
3
of Rule 17Ad-5 under the Exchange Act, including a firm that is a member of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc., a commercial bank or trading company having an office
in the United States or certain other eligible guarantors (each, an "Eligible
Institution"), or (iii) effect a record transfer of such Original Notes from the
Holder to such Beneficial Owner and comply with the requirements applicable to
Holders for tendering Original Notes prior to the Expiration Date. See the
section of the Prospectus entitled "The Exchange Offer -- Procedures for
Tendering."
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY (i) if Exchange Notes issued in exchange for the
Original Notes, certificates for Original Notes in a principal amount not
exchanged for Exchange Notes or Original Notes (if any) not tendered for
exchange are to be issued in the name of someone other than the undersigned or
(ii) if Original Notes tendered by book-entry transfer which are not exchanged
are to be returned by credit to an account maintained at DTC.
Issue to:
Name(s)
-----------------------------------------------
(Please Type or Print)
Address
- ------------------------------------------------------
(Include Zip Code)
- ------------------------------------------------------
Taxpayer Identification or Social Security Number
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the Exchange Notes issued in exchange for Original
Notes, certificates for Original Notes in a principal amount not exchanged for
Exchange Notes or Original Notes (if any) not tendered for exchange are to be
mailed or delivered (i) to someone other than the undersigned or (ii) to the
undersigned at an address other than the address shown below the undersigned's
signature.
Mail or deliver to:
Name(s)
-----------------------------------------------
(Please Type or Print)
Address
- ------------------------------------------------------
(Include Zip Code)
- ------------------------------------------------------
Taxpayer Identification or Social Security Number
4
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company for exchange the Original Notes
indicated above. Subject to, and effective upon, acceptance for exchange of the
Original Notes tendered for exchange herewith, the undersigned will have
irrevocably sold, assigned, transferred and exchanged, to the Company, all
right, title and interest in, to and under all of the Original Notes tendered
for exchange hereby, and hereby will have appointed the Exchange Agent as the
true and lawful agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as agent of the Company) of such Holder with respect to
such Original Notes, with full power of substitution to (i) deliver certificates
representing such Original Notes, or transfer ownership of such Original Notes
on the account books maintained by DTC (together, in any such case, with all
accompanying evidences of transfer and authenticity), to the Company, (ii)
present and deliver such Original Notes for transfer on the books of the Company
and (iii) receive all benefits and otherwise exercise all rights and incidents
of beneficial ownership with respect to such Original Notes, all in accordance
with the terms of the Exchange Offer. The power of attorney granted in this
paragraph shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Original Notes; and that
when such Original Notes are accepted for exchange by the Company, the Company
will acquire good and marketable title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claims.
The undersigned further warrants that it will, upon request, execute and deliver
any additional documents deemed by the Exchange Agent or the Company to be
necessary or desirable to complete the exchange, assignment and transfer of the
Original Notes tendered for exchange hereby. The undersigned further agrees that
acceptance of any and all validly tendered Original Notes by the Company and the
issuance of Exchange Notes in exchange therefor shall constitute performance in
full by the Company of its obligations under the Registration Rights Agreement.
By tendering, the undersigned hereby further represents to the Company that
(i) the Exchange Notes to be acquired by the undersigned in exchange for the
Original Notes tendered hereby and any Beneficial Owner(s) of such Original
Notes in connection with the Exchange Offer will be acquired by the undersigned
and such Beneficial Owner(s) in the ordinary course of their respective
businesses, (ii) the undersigned is not engaged in, and does not intend to
engage in, a distribution of the Exchange Notes, (iii) the undersigned and each
Beneficial Owner acknowledge and agree that any person who is a broker-dealer
registered under the Exchange Act or is participating in the Exchange Offer for
the purpose of distributing the Exchange Notes must comply with the registration
and prospectus delivery requirements of Section 10 of the Securities Act in
connection with a secondary resale transaction of the Exchange Notes acquired by
such person and cannot rely on the position of the staff of the Commission set
forth in certain no-action letters, (iv) the undersigned and each Beneficial
Owner understand that a secondary resale transaction described in clause (iii)
above and any resales of Exchange Notes obtained by the undersigned in exchange
for the Original Notes acquired by the undersigned directly from the Company
should be covered by an effective registration statement containing the selling
security holder information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the Commission and (v) neither the undersigned nor any
Beneficial Owner is an "affiliate," as defined under Rule 405 under the
Securities Act, of the Company.
5
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Original Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of Section 10 of the
Securities Act in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering such prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. A broker-dealer may not participate in the Exchange Offer with respect to
the Original Notes acquired other than as a result of market-making activities
or other trading activities.
For purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange, and to have exchanged, validly tendered Original Notes,
if, as and when the Company gives oral or written notice thereof to the Exchange
Agent. Tenders of Original Notes for exchange may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date. See "The Exchange
Offer -- Withdrawal of Tenders" in the Prospectus. Any Original Notes tendered
by the undersigned and not accepted for exchange will be returned to the
undersigned at the address set forth above unless otherwise indicated in the box
above entitled "Special Delivery Instructions" as promptly as practicable after
the Expiration Date.
The undersigned acknowledges that the Company's acceptance of Original
Notes validly tendered for exchange pursuant to any one of the procedures
described in the section of the Prospectus entitled "The Exchange Offer" and in
the instructions hereto will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Exchange Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Original Notes not tendered for exchange in the
name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any certificates for
Original Notes not tendered or exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Original Notes
accepted for exchange in the name(s) of, and return any Original Notes not
tendered for exchange or not exchanged to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Original Notes from the name of the Holder(s) thereof if the Company does
not accept for exchange any of the Original Notes so tendered for exchange or if
such transfer would not be in compliance with any transfer restrictions
applicable to such Original Note(s).
IN ORDER TO VALIDLY TENDER ORIGINAL NOTES FOR EXCHANGE, HOLDERS MUST
COMPLETE, EXECUTE, AND DELIVER THIS LETTER OF TRANSMITTAL.
Except as stated in the Prospectus, all authority herein conferred or
agreed to be conferred shall survive the death, incapacity or dissolution of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the Prospectus, this tender for
exchange of Original Notes is irrevocable.
6
HOLDER(S) SIGN HERE TO TENDER YOUR ORIGINAL NOTES
(PLEASE COMPLETE SUBSTITUTE FORM W-9 IN THIS LETTER OF TRANSMITTAL)
X
------------------------------------------------------------------------------
X
------------------------------------------------------------------------------
(Signature(s) of Holder(s))
Dated: __________ , 2002
(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Original Notes hereby tendered or on a security position
listing, or by any person(s) authorized to become the registered Holder(s) by
endorsements and documents transmitted herewith (including such opinions of
counsel, certificates and other information as may be required by Scotts for the
Original Notes to comply with any restrictions on transfer applicable to the
Original Notes). If signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting in
a fiduciary capacity or representative capacity, please provide the following
information. See Instruction 6.)
7
Name(s):
- --------------------------------------------------------------------------------
(Please Type or Print)
Capacity (full title):
Address:
- --------------------------------------------------------------------------------
(Include Zip Code)
Principal place of business (if different from address listed above:
- --------------------------------------------------------------------------------
Daytime Area Code and Telephone No.:
--------------------------------------------
Taxpayer Identification or Social Security No.:
---------------------------------
(See Substitute Form W-9 Included Herein)
GUARANTEE OF SIGNATURE(S)
(Signature(s) Must Be Guaranteed If Required by Instruction 1)
Authorized Signature:
-----------------------------------------------------------
Name:
---------------------------------------------------------------------------
(Please Type or Print)
Title:
--------------------------------------------------------------------------
Name of Firm:
-------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.:
----------------------------------------------------
Dated: ____________ , 2002
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES.
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by an institution which is (1) a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., (2) a commercial bank or trust company having an
office or correspondent in the United States, or (3) an Eligible Institution
that is a member of one of the following recognized Signature Guarantee
Programs:
(a) The Securities Transfer Agents Medallion Program (STAMP);
(b) The New York Stock Exchange Medallion Signature Program (MSP); or
(c) The Stock Exchange Medallion Program (SEMP).
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the Holder(s) of the Original Notes tendered
herewith and such Holder(s) have not completed the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (ii) if such Original Notes are tendered for the
account of an Eligible Institution. In all other cases, all signatures must be
guaranteed by an Eligible Institution.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES; GUARANTEED
DELIVERY PROCEDURES.
This Letter of Transmittal is to be completed by Holders if certificates
representing Original Notes are to be forwarded herewith. All physically
delivered Original Notes, as well as a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile thereof) and any other
required documents, must be received by the Exchange Agent at its address set
forth herein prior to the Expiration Date or the tendering holder must comply
with the guaranteed delivery procedures set forth below. Delivery of the
documents to DTC does not constitute delivery to the Exchange Agent.
The method of delivery of Original Notes, this Letter of Transmittal and
all other required documents to the Exchange Agent is at the election and risk
of the Holder. Except as otherwise provided below, the delivery will be deemed
made only when actually received or confirmed by the Exchange Agent. Instead of
delivery by mail, it is recommended that Holders use an overnight or hand
delivery service, properly insured. In all cases, sufficient time should be
allowed to assure delivery to the Exchange Agent before the Expiration Date.
Neither this Letter of Transmittal nor any Original Notes should be sent to the
Company. Holders may request their respective brokers, dealers, commercial
banks, trust companies or nominees to effect the above transactions for such
Holders.
Holders of Original Notes who elect to tender Original Notes and (i) whose
Original Notes are not immediately available or (ii) who cannot deliver the
Original Notes, this Letter of Transmittal or other required documents to the
Exchange Agent prior the Expiration Date must tender their Original Notes
according to the guaranteed delivery procedures set forth in the Prospectus.
Holders may have such tender effected if:
(a) such tender is made through an Eligible Institution;
(b) prior to 5:00 p.m., New York City time, on the Expiration Date,
the Exchange Agent has received from such Eligible Institution a properly
completed and duly executed Notice
9
of Guaranteed Delivery, setting forth the name and address of the Holder,
the certificate number(s) of such Original Notes, whether the notes
tendered are Series B Notes or Series C Notes, and the principal amount of
Original Notes tendered for exchange, stating that tender is being made
thereby and guaranteeing that, within three New York Stock Exchange trading
days after the Expiration Date, this Letter of Transmittal (or facsimile
thereof), together with the certificate(s) representing such Original Notes
(or a Book-Entry Confirmation), in proper form for transfer, and any other
documents required by this Letter of Transmittal, will be deposited by such
Eligible Institution with the Exchange Agent; and
(c) a properly executed Letter of Transmittal (or facsimile thereof),
as well as the certificate(s) for all tendered Original Notes in proper
form for transfer or a Book-Entry Confirmation, together with any other 8
documents required by this Letter of Transmittal, are received by the
Exchange Agent within five New York Stock Exchange trading days after the
Expiration Date.
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or facsimile
thereof), waive any right to receive notice of the acceptance of their Original
Notes for exchange.
3. INADEQUATE SPACE.
If the space provided in the box entitled "Description of Original Notes"
above is inadequate, the certificate numbers and principal amounts of Original
Notes being tendered should be listed on a separate signed schedule affixed
hereto.
4. WITHDRAWALS.
A tender of Original Notes may be withdrawn at any time prior to the
Expiration Date by delivery of written notice of withdrawal (or facsimile
thereof) to the Exchange Agent at the address set forth on the cover of this
Letter of Transmittal. To be effective, a notice of withdrawal of Original Notes
must (i) specify the name of the person who tendered the Original Notes to be
withdrawn (the "Depositor"), (ii) identify the Original Notes to be withdrawn
(including the certificate number(s) and the aggregate principal amount of
Original Notes to be withdrawn), and (iii) be signed by the Holder in the same
manner as the original signature on the Letter of Transmittal by which such
Original Notes were tendered (including any required signature guarantees). All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by the Company in its sole discretion, whose
determination shall be final and binding on all parties. Any Original Notes so
withdrawn will thereafter be deemed not validly tendered for purposes of the
Exchange Offer and no Exchange Notes will be issued with respect thereto unless
the Original Notes so withdrawn are validly retendered. Properly withdrawn
Original Notes may be retendered by following one of the procedures described in
the section of the Prospectus entitled "The Exchange Offer -- Procedures for
Tendering" at any time prior to the Expiration Date.
5. PARTIAL TENDERS.
Tenders of Original Notes will be accepted only in integral multiples of
$1,000 principal amount. If a tender for exchange is to be made with respect to
less than the entire principal amount of any Original Notes, fill in the
principal amount of Original Notes which are tendered for exchange in column (4)
of the box entitled "Description of Original Notes," as
10
more fully described in the footnotes thereto. In the case of a partial tender
for exchange, a new certificate, in fully registered form, for the remainder of
the principal amount of the Original Notes, will be sent to the Holders unless
otherwise indicated in the appropriate box on this Letter of Transmittal as
promptly as practicable after the expiration or termination of the Exchange
Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, POWERS OF ATTORNEY AND
ENDORSEMENTS.
(a) The signature(s) of the Holder on this Letter of Transmittal must
correspond with the name(s) as written on the face of the Original Notes without
alternation, enlargement or any change whatsoever.
(b) If tendered Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Original 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 and any necessary or required
documents as there are different registrations or certificates.
(d) When this Letter of Transmittal is signed by the Holder listed and
transmitted hereby, no endorsements of Original Notes or bond powers are
required. If, however, Original Notes not tendered or not accepted, are to be
issued or returned in the name of a person other than the Holder, then the
Original Notes transmitted hereby must be endorsed or accompanied by a properly
completed bond power, in a form satisfactory to the Company, in either case
signed exactly as the name(s) of the Holder(s) appear(s) on the Original Notes.
Signatures on such Original Notes or bond powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or Original Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person other than the
Holder listed, the Original Notes must be endorsed or accompanied by a properly
completed bond power, in either case signed by such Holder exactly as the
name(s) of the Holder appear(s) on the certificates. Signatures on such Original
Notes or bond powers must be guaranteed by an Eligible Institution (unless
signed by an Eligible Institution).
7. TRANSFER TAXES.
Except as set forth in this Instruction 7, the Company will pay all
transfer taxes, if any, applicable to the exchange of Original Notes pursuant to
the Exchange Offer. If, however, a transfer tax is imposed for any reason other
than the exchange of Original Notes pursuant to the Exchange Offer, then the
amount of such transfer taxes (whether imposed on the Holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemptions therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.
11
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
If the Exchange Notes are to be issued, or if any Original Notes not
tendered for exchange are to be issued or sent to someone other than the Holder
or to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed. Holders of Original Notes tendering
Original Notes by book-entry transfer may request that Original Notes not
accepted be credited to such account maintained at DTC as such Holder may
designate.
9. IRREGULARITIES.
All questions as to the validity, form, eligibility (including time of
receipt), compliance with conditions, acceptance and withdrawal of tendered
Original Notes will be determined by the Company in its sole discretion, which
determination shall be final and binding. The Company reserves the absolute
right to reject any and all Original Notes not properly tendered or any Original
Notes the Company's acceptance of which would, in the opinion of counsel for the
Company, be unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Original Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Original Notes must be cured within such time as the
Company shall determine. Although the Company intends to notify Holders of
defects or irregularities with respect to tenders of Original Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Original Notes will not be deemed
to have been made until such defects or irregularities have been cured or
waived. Any Original Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering holders, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
10. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, amend or modify certain
of the specified conditions as described under "The Exchange
Offer -- Conditions" in the Prospectus in the case of any Original Notes
tendered (except as otherwise provided in the Prospectus).
11. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.
Any tendering Holder whose Original Notes have been mutilated, lost, stolen
or destroyed, should contact the Exchange Agent at the address indicated herein
for further instructions.
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES.
Requests for information or for additional copies of the Prospectus and
this Letter of Transmittal may be directed to the Exchange Agent at the address
or telephone number set forth on the cover of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) TOGETHER
WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE NOTICE OF GUARANTEED
DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR THE EXPIRATION DATE.
12
IMPORTANT INFORMATION
Under current federal income tax law, a Holder whose tendered Original
Notes are accepted for exchange may be subject to backup withholding unless the
Holder provides the Company (as payor), through the Exchange Agent, with either
(i) such Holder's correct taxpayer identification number ("TIN") on Substitute
Form W-9 attached hereto, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Holder is awaiting a TIN) and that (A) the Holder
has not been notified by the Internal Revenue Service that he or she is subject
to backup withholding as a result of a failure to report all interest or
dividends or (B) the Internal Revenue Service has notified the Holder that he or
she is no longer subject to backup withholding; or (ii) an adequate basis for
exemption from backup withholding. If such Holder is an individual, the TIN is
such Holder's social security number. If the Exchange Agent is not provided with
the correct taxpayer identification number, the Holder may be subject to certain
penalties imposed by the Internal Revenue Service.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign individual may qualify as an exempt recipient by submitting
to the Exchange Agent a properly completed Internal Revenue Service Form W-8
(which the Exchange Agent will provide upon request) signed under penalty of
perjury, attesting to the Holder's exempt status. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 (the
"Guidelines") for additional instructions.
If backup withholding applies, the Company is required to withhold a
portion of any payment made to the Holder or other payee. Backup withholding is
not an additional federal income tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
Original Notes. If the Original Notes are held in more than one name or are not
held in the name of the actual owner, consult the enclosed Guidelines for
additional guidance regarding which number to report.
13
<Table>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND TIN:
CERTIFY BY SIGNING AND DATING Social Security Number
BELOW. OR Employer
Identification Number
------------------------------------------------------------------
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), and
(2) I am not subject to backup withholding either because I have
SUBSTITUTE not been notified by the Internal Revenue Service (the "IRS")
FORM W-9 that I am subject to backup withholding as a result of a
Department of the failure to report all interest or dividends; or (c) the IRS
Treasury has notified me that I am no longer subject to backup
Internal withholding,
Revenue
Service
Payer's Request PART 3 -- Awaiting TIN [ ]
for Taxpayer CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if
Identification you have been notified by the IRS that you are subject to backup
Number ("TIN") withholding because of underreporting interest or dividends on
your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see instructions in
the enclosed Guidelines).
------------------------------------------------------------------
SIGNATURE DATE
- --------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
14