Exhibit 99.0
LETTER OF TRANSMITTAL
COOPER INDUSTRIES, INC.
OFFER TO EXCHANGE
5.25% SENIOR NOTES DUE 2007
REGISTERED UNDER THE SECURITIES ACT OF 1993
FOR ALL OUTSTANDING
5.25% SENIOR NOTES DUE 2007
PURSUANT TO THE PROSPECTUS DATED ________, 2002
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO THAT TIME.
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Delivery To:
JPMORGAN CHASE BANK, EXCHANGE AGENT
<Table>
By Hand Before 4:30 p.m.: By Registered or Certified Mail:
JPMorgan Chase Bank JPMorgan Chase Bank
Institutional Trust Services/MMO Institutional Trust Services/MMO
4 New York Plaza, 13th Floor 4 New York Plaza, 13th Floor
New York, NY 10004 New York, NY 10004
Attention: Victor Matis
By Hand or Overnight Delivery after By Facsimile Transmission
4:30 p.m. on the Expiration Date: (for Eligible Institutions only):
JPMorgan Chase Bank (212) 623-8470 or
Institutional Trust Services/MMO (212) 623-8424
4 New York Plaza, 13th Floor
New York, NY 10004 Attention: Customer Service
Confirm by Telephone:
For Information Call: (212) 623-8286
(212) 623-8286
</Table>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THE ADDRESS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN TO THE FACSIMILE
NUMBER SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that it has received the Prospectus, dated
________ , 2002 (the "Prospectus"), of Cooper Industries, Inc., an Ohio
corporation (the "Company"), and this Letter of Transmittal (the "Letter"),
which together constitute the Company's offer (the "Exchange Offer") to the
registered holders thereof (the "Holders") to exchange an aggregate principal
amount of up to $300,000,000 of the Company's 5.25% Senior Notes due 2007 (the
"Exchange Notes") that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of the Company's
issued and outstanding 5.25% Senior Notes due 2007 (the "Original Notes").
For each Original Note accepted for exchange, the Holder of such Original
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Original Note. The Exchange Notes will bear interest from the
most recent date to which interest has been paid on the Original Notes or, if no
interest has been paid on the Original Notes, from the date of issue of the
Original Notes. Holders whose Original Notes are accepted for exchange will
receive interest, as interest on the Exchange Notes, accrued from the date of
issue of the Original Notes, and will be deemed to have waived the right to
receive interest accrued on the Original Notes.
This Letter is to be completed by a Holder of Original Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Original Notes, if available, is to be made by book-entry transfer to the
account maintained by JPMorgan Chase Bank (the "Exchange Agent") at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in "The exchange offer -- Book-entry transfer" section of
the Prospectus and an Agent's Message is not delivered. Tenders by book-entry
transfer may also be made by delivering an Agent's Message in lieu of this
Letter. The term "Agent's Message" means a message, transmitted by the
Book-Entry Transfer Facility to, and received by, the Exchange Agent and forming
a part of a Book-Entry Confirmation (as defined below), which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
tendering participant, which acknowledgment states that such participant has
received and agrees to be bound by this Letter and that the Company may enforce
this Letter against such participant. Holders of Original Notes whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their Original Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility (a
"Book-Entry Confirmation") and all other documents required by this Letter to
the Exchange Agent on or prior to the Expiration Date, must tender their
Original Notes according to the guaranteed delivery procedures set forth in "The
exchange offer -- Guaranteed delivery procedures" section of the Prospectus. See
Instruction 1.
Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Exchange Agent.
THE UNDERSIGNED HAS COMPLETED THE APPROPRIATE BOXES BELOW AND SIGNED THIS
LETTER TO INDICATE THE ACTION THE UNDERSIGNED DESIRES TO TAKE WITH RESPECT TO
THE EXCHANGE OFFER.
LIST BELOW THE ORIGINAL NOTES TO WHICH THIS LETTER RELATES. IF THE SPACE
PROVIDED BELOW IS INADEQUATE, THE CERTIFICATE NUMBERS AND PRINCIPAL AMOUNT OF
ORIGINAL NOTES SHOULD BE LISTED ON A SEPARATE SIGNED SCHEDULE AFFIXED HERETO.
2
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL NOTES
- ------------------------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED AMOUNT OF PRINCIPAL
HOLDER(S) CERTIFICATE ORIGINAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* NOTE(S) TENDERED**
- ------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------
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TOTAL
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* Need not be completed if Original 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 Original Notes
represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered hereby must be
in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.
- ------------------------------------------------------------------------------------------------------------------------
</Table>
[ ] CHECK HERE IF TENDERED ORIGINAL 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:
Name of Tendering Institution
---------------------------------------------------------------------------
Account Number Transaction Code Number
----------------------- --------------
By crediting the Original Notes to the Exchange Agent's account at the
Book-Entry Transfer Facility's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer,
including transmitting to the Exchange Agent a computer-generated Agent's
Message in which the Holder of the Original Notes acknowledges and agrees to be
bound by the terms of, and makes the representations and warranties contained
in, this Letter, the participant in the Book-Entry Transfer Facility confirms on
behalf of itself and the beneficial owners of such Original Notes all provisions
of this Letter (including all representations and warranties) applicable to it
and such beneficial owner as fully as if it had completed the information
required herein and executed and transmitted this Letter to the Exchange Agent.
3
[ ] CHECK HERE IF TENDERED ORIGINAL 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
------------------------ -------------------
[ ] 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:
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Address:
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- --------------------------------------------------------------------------------
4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Original Notes indicated above. Subject to and effective upon the acceptance for
exchange of the Original Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Original Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Original Notes, with full power of substitution, among
other things, to cause the Original Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Original
Notes, and to acquire Exchange Notes issuable upon the exchange of such tendered
Original Notes, and that, when the Original Notes are accepted for exchange, the
Company will acquire good and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim when the same are accepted by the Company. The undersigned hereby further
represents that any Exchange Notes acquired in exchange for Original Notes
tendered hereby will have been acquired in the ordinary course of business of
the person receiving such Exchange Notes, whether or not such person is the
undersigned, that neither the Holder of such Original Notes nor any such other
person is participating in, intends to participate in or has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes and that neither the Holder of such Original Notes nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act,
of the Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Original Notes may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Exchange Notes are acquired
in the ordinary course of such Holders' business and such Holders have no
arrangement with any person to participate in the distribution of such Exchange
Notes. However, the SEC 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 SEC would
make a similar determination with respect to the Exchange Offer as in other
circumstances. 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 Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an affiliate
of the Company, is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, such Holder (i) may not rely on the
applicable interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. If the undersigned is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Original
Notes, it represents that the Original Notes
5
to be exchanged for the Exchange Notes were acquired by it as a result of
market-making activities or other trading activities and acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus meeting the requirements of the Securities Act,
the undersigned 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 the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Original Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
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 rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Original Notes for any Original Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Original Notes, please credit the account indicated above maintained
at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the Exchange
Notes (and, if applicable, substitute certificates representing Original Notes
for any Original Notes not exchanged) to the undersigned at the address shown
above in the box entitled "Description of Original Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.
6
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Original Notes not exchanged and/or
Exchange Notes are to be issued in the name of and sent to someone other than
the person or persons whose signature(s) appear(s) on this Letter above, or if
Original Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at the
Book-Entry Transfer Facility other than the account indicated above.
Issue Exchange Notes and/or Original Notes to:
Name(s)
-------------------------------------------------------------------------------
(Please Type or Print)
-------------------------------------------------------------------------------
(Please Type or Print)
Address
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Zip Code)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Original Notes not exchanged and/or
Exchange Notes are to be sent to someone other than the person or persons
whose signature(s) appear(s) on this Letter above or to such person or persons
at an address other than shown in the box entitled "Description of Original
Notes" on this Letter above.
Mail Exchange Notes and/or Original Notes to:
Name(s)
-------------------------------------------------------------------------------
(Please Type or Print)
-------------------------------------------------------------------------------
(Please Type or Print)
Address
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Zip Code)
(COMPLETE SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Original Notes
delivered by book-entry transfer to the
Book-Entry Transfer Facility account set
forth below.
- -------------------------------------------------------
(Book-Entry Transfer Facility
Account Number, if applicable)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
THEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL 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.
7
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 Below)
X , 2002
- ---------------------------------------------- -------------------------
X , 2002
- ---------------------------------------------- -------------------------
(Signature(s) of Owner) (Date)
Area Code and Telephone Number
-------------------------------------------------
If a Holder is tendering any Original Notes, this Letter must be signed by
the registered Holder(s) as the name(s) appear(s) on any certificate(s) for the
Original 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):
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(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:
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(Authorized Signature)
- --------------------------------------------------------------------------------
(Title)
- --------------------------------------------------------------------------------
(Name and Firm)
Dated: , 2002
------------------------------
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
OFFER TO EXCHANGE
5.25% SENIOR NOTES DUE 2007 OF COOPER INDUSTRIES, INC.
REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ALL OUTSTANDING
5.25% SENIOR NOTES DUE 2007 OF COOPER INDUSTRIES, INC.
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by Holders of Original 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. Tenders by book-entry transfer may also be made by delivering
an Agent's Message in lieu of this Letter. The term "Agent's Message" means a
message, transmitted by the Book-Entry Transfer Facility to and received by the
Exchange Agent (as defined above) and forming a part of a Book-Entry
Confirmation, which states that the Book-Entry Transfer Facility has received an
express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agrees to be bound by this Letter
and that the Company may enforce this Letter against such participant.
Certificates for all physically tendered Original Notes, or a Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter (or manually signed facsimile hereof or Agent's Message in lieu
thereof) and any other documents required by this Letter, 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. Original Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
Holders whose certificates for Original 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 Original
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
(as defined below), (ii) prior to 5:00 p.m., New York City time, on the
Expiration Date, the Exchange Agent must receive from such Eligible Institution
a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the Holder of
Original Notes and the amount of Original Notes tendered, stating that the
tender is being made thereby and guaranteeing that within three New York Stock
Exchange ("NYSE") trading days after the Expiration Date, the certificates for
all physically tendered Original Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, together with a properly completed
and duly executed Letter (or facsimile thereof or Agent's Message in lieu
thereof) with any required signature guarantees and any other documents required
by this Letter will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) the certificates for all physically tendered Original Notes, in
proper form for transfer, or a Book-Entry Confirmation, as the case may be,
together with a properly completed and duly executed Letter (or facsimile
thereof or Agent's Message in lieu thereof) with any required signature
guarantees
9
and all other documents required by this Letter, are received by the Exchange
Agent within three NYSE trading days after the Expiration Date.
The method of delivery of this Letter, the Original Notes and all other
required documents is at the election and risk of the tendering Holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Original 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.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Original Notes evidenced by a submitted certificate
are to be tendered, the tendering Holder(s) should fill in the aggregate
principal amount of Original Notes to be tendered in the box above entitled
"Description of Original Notes -- Principal Amount Tendered." A reissued
certificate representing the balance of non-tendered Original Notes will be sent
to such tendering Holder, unless otherwise provided in the appropriate box on
this Letter, promptly after the Expiration Date. All of the Original Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered Holder of the Original 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 Original Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
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 as there are different registrations of certificates.
When this Letter is signed by the registered Holder or Holders of the
Original Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any non-tendered Original Notes are to be reissued,
to a person other than the registered Holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter 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 bond powers, 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 or any certificates 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,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
10
Endorsements on certificates for Original Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm that is a
financial institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchanges Medallion Program (each an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Original Notes are tendered: (i) by a registered
Holder of Original 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 Original Notes) who
has not completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on this Letter, or (ii) for the account of an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Original Notes should indicate in the applicable box
the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and or substitute certificates evidencing Original Notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Noteholders tendering Original Notes by book-entry transfer may
request that Original Notes not exchanged be credited to such account maintained
at the Book-Entry Transfer Facility as such noteholder may designate hereon. If
no such instructions are given, such Original Notes not exchanged will be
returned to the name and address of the person signing this Letter.
5. TAXPAYER IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering Holder whose
Original Notes are accepted for exchange must provide the Company (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 or her social security number. If the Company is not provided with the
current TIN or an adequate basis for an exemption from backup withholding, such
tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, the Exchange Agent may be required to withhold 30% of the
amount of any reportable payments made after the exchange to such tendering
Holder of Exchange Notes. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each tendering Holder of Original Notes must
provide its correct TIN by completing the Substitute Form W-9 set forth below,
certifying, under penalties of perjury, that the TIN provided is correct (or
that such Holder is awaiting a TIN), the Holder is a U.S. Person (including a
U.S. resident alien) 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.
Exempt Holders of Original Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. A foreign individual and other exempt holders (i.e.,
corporations) should certify, in accordance with the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute
11
Form W-9," to such exempt status on the Substitute Form W-9 provided in this
Letter of Transmittal. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Original Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Original 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 Original Notes tendered hereby, or if tendered
Original Notes are registered in the name of any person other than the person
signing this Letter, or if a transfer tax is imposed for any reason other than
the transfer of Original Notes to the Company 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 Original Notes specified in this
Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Original Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Original
Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Original Notes nor shall any of them incur any liability for failure to give any
such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.
Any Holder whose Original Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. WITHDRAWAL RIGHTS.
Tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date.
For a withdrawal of a tender of Original Notes to be effective, a written
notice of withdrawal must be received by the Exchange Agent at the address set
forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any
such notice of withdrawal must (i) specify the name of the person having
tendered the Original Notes to be withdrawn (the "Depositor"), (ii) identify the
Original Notes to be withdrawn (including certificate number or numbers and the
principal amount of such Original Notes), (iii) contain a statement that such
Holder is withdrawing his election to have such Original Notes exchanged, (iv)
be signed by
12
the Holder in the same manner as the original signature on the Letter by which
such Original Notes were tendered (including any required signature guarantees)
or be accompanied by documents of transfer to have the Trustee with respect to
the Original Notes register the transfer of such Original Notes in the name of
the person withdrawing the tender and (v) specify the name in which such
Original Notes are registered, if different from that of the Depositor. If
Original Notes have been tendered pursuant to the procedure for book-entry
transfer set forth in "The exchange offer -- Book-entry transfer" section of the
Prospectus, any notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Original Notes and otherwise comply with the procedures of such facility. All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by the Company, whose determination shall be
final and binding on all parties. Any Original Notes so withdrawn will be deemed
not to have been validly tendered for exchange for purposes of the Exchange
Offer and no Exchange Notes will be issued with respect thereto unless the
Original Notes so withdrawn are validly re-tendered. Any Original Notes that
have been tendered for exchange but which are not exchanged for any reason will
be returned to the Holder thereof without cost to such Holder (or, in the case
of Original Notes tendered by book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility pursuant to the book-entry transfer
procedures set forth in "The exchange offer -- Book-entry transfer" section of
the Prospectus, such Original Notes will be credited to an account maintained
with the Book-Entry Transfer Facility for the Original Notes) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Original Notes may be re-tendered by following the
procedures described above at any time on or prior to 5:00 p.m., New York City
time, on the Expiration Date.
11. 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, and requests for Notices of
Guaranteed Delivery and other related documents may be directed to the Exchange
Agent, at the address and telephone number indicated above.
13
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
<Table>
- --------------------------------------------------------------------------------------------------------------
PAYER'S NAME: JPMORGAN CHASE BANK
- --------------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY TIN: -------------------------
SIGNING AND DATING BELOW. Social Security Number
SUBSTITUTE or Employer
FORM W-9 Identification Number
Department of the ------------------------------------------------------------------------
Treasury PART 2--CERTIFICATION--Under the penalties of perjury, I certify that:
Internal
Revenue (1) the number shown on this form is my correct TIN (or I am waiting
Service for a number to be issued to me),
Payer's Request
for Taxpayer (2) I am not subject to backup withholding either because: (a) I am
Identification exempt from backup withholding; or (b) I have not been notified by
Number ("TIN") the Internal Revenue Service (the "IRS") that I am subject to
and Certification 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,
(3) I am a U.S. person (including a U.S. resident alien, and
(4) any other information provided on this form is true and correct.
PART 3--TIN Applied For [ ]
---------------------------------------------------------------------
SIGNATURE DATE
---------------------------------------- --------------
- --------------------------------------------------------------------------------------------------------------
</Table>
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.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF THE 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, 30% of all reportable payments made to me thereafter
will be withheld until I provide a number and that, if I do not provide my
taxpayer identification number within 60 days, such retained amounts shall be
remitted to the Internal Revenue Service as backup withholding.
<Table>
SIGNATURE DATE
-------------------------------------- -----------------
</Table>
14
COOPER INDUSTRIES, INC.
OFFER TO EXCHANGE
5.25% SENIOR NOTES DUE 2007
REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ALL OUTSTANDING
5.25% SENIOR NOTES DUE 2007
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
________ , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO THAT TIME.
To Our Clients:
Enclosed for your consideration is a Prospectus, dated ________ , 2002
(the "Prospectus"), and the Letter of Transmittal (the "Letter of Transmittal")
relating to the offer (the "Exchange Offer") of Cooper Industries, Inc. (the
"Company") to exchange its 5.25% Senior Notes due 2007, which have been
registered under the Securities Act of 1933, as amended, for all of its
outstanding 5.25% Senior Notes due 2007 (the "Original Notes"), upon the terms
and subject to the conditions described in the Prospectus and the Letter of
Transmittal. The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement, dated
as of June 21, 2002, by and among the Company, the note guarantor, Cooper
Industries, Ltd., and J.P. Morgan Securities Inc. and Banc of America Securities
LLC, representatives of the initial purchasers referred to therein.
This material is being forwarded to you as the beneficial owner of the
Original Notes held by us for your account but not registered in your name. A
TENDER OF SUCH ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender
on your behalf the Original Notes held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Original Notes on your behalf in accordance
with the provisions of the Exchange Offer. The Exchange Offer will expire at
5:00 p.m., New York City time, on ________ , 2002, unless extended by the
Company. Any Original Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all of the Original
Notes.
2. The Exchange Offer is subject to certain conditions set
forth in the Prospectus in the section captioned "The exchange
offer--Conditions to the exchange offer."
3. Any transfer taxes incident to the transfer of the
Original Notes from the holder to the Company will be paid by the
Company, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
4. The Exchange Offer expires at 5:00 P.M., New York City
time, on ________ , 2002, unless extended by the Company.
If you wish to have us tender your Original Notes, please so instruct us
by completing, executing and returning to us the instruction form on the back of
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY
AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER THE ORIGINAL NOTES.
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Cooper
Industries, Inc. with respect to its Original Notes.
This will instruct you to tender the Original Notes held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
The undersigned expressly agrees to be bound by the enclosed Letter of
Transmittal and that such Letter of Transmittal may be enforced against the
undersigned.
Please tender the Original Notes held by you for my account as indicated
below:
[__] Please tender all Original Notes held by you for my account.
[__] Please tender $ __________________ aggregate principal amount of
Original Notes held by you for my account.
[__] Please do not tender any Original Notes held by you for my
account.
Dated: ____________________ 2002
Signature(s):
- --------------------------------------------------------------------------------
Print Name(s) here:
- --------------------------------------------------------------------------------
Print Address(es):
- --------------------------------------------------------------------------------
Area Code and Telephone Number(s):
- --------------------------------------------------------------------------------
Tax Identification or Social Security Number(s):
- --------------------------------------------------------------------------------
NONE OF THE ORIGINAL NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED
UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC
CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON
SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE ORIGINAL NOTES HELD BY
US FOR YOUR ACCOUNT.
COOPER INDUSTRIES, INC.
OFFER TO EXCHANGE
5.25% SENIOR NOTES DUE 2007
REGISTERED UNDER THE SECURITIES ACT OF 1993
FOR ALL OUTSTANDING
5.25% SENIOR NOTES DUE 2007
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
________, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO THAT TIME.
To: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
Cooper Industries, Inc. (the "Company") is offering, upon and subject to
the terms and conditions set forth in the Prospectus, dated ________ , 2002
(the "Prospectus"), and the enclosed letter of transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 5.25% Senior Notes due
2007, which have been registered under the Securities Act of 1933, as amended,
for all of its outstanding 5.25% Senior Notes due 2007 ("Original Notes"). The
Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in the Registration Rights Agreement, dated as of June 21,
2002, by and among the Company, the note guarantor, Cooper Industries, Ltd., and
J.P. Morgan Securities Inc. and Banc of America Securities LLC, as
representatives of the several initial purchasers referred to therein.
We are requesting that you contact your clients for whom you hold
Original Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Original Notes registered in your
name or in the name of your nominee, or who hold Original Notes registered in
their own names, we are enclosing the following documents:
1. Prospectus dated ________ , 2002;
2. The Letter of Transmittal for your use and for the information
of your clients;
3. A Notice of Guaranteed Delivery to be used to accept the
Exchange Offer if certificates for Original Notes are not immediately
available or time will not permit all required documents to reach the
Exchange Agent prior to the Expiration Date or if the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A form of letter that may be sent to your clients for whose
account you hold Original Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9; and
6. Return envelopes addressed to JPMorgan Chase Bank, the Exchange
Agent for the Exchange Offer.
YOUR PROMPT ACTION IS REQUESTED BEFORE THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof or Agent's Message in lieu
thereof), with any required signature guarantees and any other required
documents, should be sent to the Exchange Agent and any certificates
representing the Original Notes should be delivered to the Exchange Agent, all
in accordance with the instructions set forth in the Letter of Transmittal and
the Prospectus.
If a registered holder of Original Notes desires to tender, but such
Original Notes are not immediately available, or time will not permit such
holder's Original Notes or other required documents to reach the Exchange Agent
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus under the caption
"The exchange offer--Guaranteed delivery procedures."
The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Original Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Original Notes pursuant to the Exchange Offer,
except as set forth in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
JPMorgan Chase Bank, the Exchange Agent for the Exchange Offer, at its address
and telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
COOPER INDUSTRIES, INC.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
NOTICE OF GUARANTEED DELIVERY
IN RESPECT OF
5.25% SENIOR NOTES DUE 2007
OF
COOPER INDUSTRIES, INC.
This form or one substantially equivalent hereto must be used to accept
the offer (the "Exchange Offer") of Cooper Industries, Inc. (the "Company") made
pursuant to the Prospectus, dated ________ , 2002 (the "Prospectus"), if
certificates for the outstanding 5.25% Senior Notes due 2007 of the Company
("Original Notes") are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach JPMorgan Chase Bank, as exchange agent
(the "Exchange Agent") prior to 5:00 p.m., New York City time, on the expiration
date (as defined below) of the Exchange Offer. Such form may be delivered or
transmitted by facsimile transmission, mail or hand delivery to the Exchange
Agent as set forth below.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
________ , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY
BE WITHDRAWN PRIOR TO THAT TIME.
Delivery To:
JPMORGAN CHASE BANK, EXCHANGE AGENT
<Table>
By Hand Before 4:30 p.m.: By Registered or Certified Mail:
JPMorgan Chase Bank JPMorgan Chase Bank
Institutional Trust Services/MMO Institutional Trust Services/MMO
4 New York Plaza, 13th Floor 4 New York Plaza, 13th Floor
New York, NY 10004 New York, NY 10004
Attention: Victor Matis
By Hand or Overnight Delivery after By Facsimile Transmission
4:30 p.m. on the Expiration Date: (for Eligible Institutions only):
JPMorgan Chase Bank (212) 623-8470 or
Institutional Trust Services/MMO (212) 623-8424
4 New York Plaza, 13th Floor
New York, NY 10004 Attention: Customer Service
For Information Call: Confirm by Telephone:
(212) 623-8286 (212) 623-8286
</Table>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THE ADDRESS SET
FORTH ABOVE, OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN TO THE
FACSIMILE NUMBER SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus, receipt of which is
hereby acknowledged, the principal amount of Original Notes set forth below,
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The exchange offer - Guaranteed delivery procedures."
Subject to and effective upon acceptance for exchange of the Original
Notes tendered herewith, the undersigned hereby sells, assigns and transfers to
or upon the order of the Company all right, title and interest in and to, and
any and all claims in respect of or arising or having arisen as a result of the
undersigned's status as a holder of, all Original Notes tendered hereby. In the
event of a termination of the Exchange Offer, the Original Notes tendered
pursuant thereto will be returned to the tendering Original Note holder
promptly.
The undersigned hereby represents and warrants that the undersigned
accepts the terms and conditions of the Prospectus and the Letter of
Transmittal, has full power and authority to tender, sell, assign and transfer
the Original Notes tendered hereby and that the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Original Notes tendered.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE SIGN AND COMPLETE
<Table>
Signature(s) of the Registered Holder(s) Address(es):
or Authorized Signatory: ------------------------------------------
- ------------------------------------------ ------------------------------------------
- ------------------------------------------ ------------------------------------------
------------------------------------------
Name(s) of Registered Holder(s): Area Code and Telephone No.
- ------------------------------------------ ------------------------------------------
- ------------------------------------------
If Original Notes will be delivered by a
Principal Amount of Original Notes book- entry transfer, provide the
Tendered: following information:
- ------------------------------------------
Transaction Code No.:
------------------------
Certificate No(s). of Original Notes (if Depository Account No.:
available): -----------------------
- ------------------------------------------
- ------------------------------------------
</Table>
This instrument must be signed by the holder(s) of Original Notes as
their name(s) appear(s) on certificates for Original Notes or on a security
position listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
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.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name:
- --------------------------------------------------------------------------------
---------------------------------------------------------------------
Capacity:
- --------------------------------------------------------------------------------
---------------------------------------------------------------------
Address(es):
- --------------------------------------------------------------------------------
---------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a financial institution (including most banks, savings
and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that any certificates representing the principal amount of Original
Notes tendered hereby in proper form for transfer, or timely confirmation of the
book-entry transfer of such Original Notes into the Exchange Agent's account at
The Depository Trust Company pursuant to the procedures set forth in "The
exchange offer--Guaranteed delivery procedures" section of the Prospectus,
together with one or more properly and duly executed Letters of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof) and any required signature
guarantee and any other documents required by the Letter of Transmittal, will be
received by the Exchange Agent at the address set forth above, no later than
three New York Stock Exchange trading days after the Expiration Date.
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
Authorized Signature
- --------------------------------------------------------------------------------
Title
Name:
- --------------------------------------------------------------------------------
(Please Type or Print)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
Zip Code
Area Code and Telephone No.
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------------------------------------------
NOTE: DO NOT SEND THE ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE
SENT ONLY WITH A COPY OF YOUR EXECUTED LETTER OF TRANSMITTAL.