EXHIBIT 99.1
LETTER OF TRANSMITTAL
GENERAL CABLE CORPORATION
OFFER TO EXCHANGE ALL OUTSTANDING
9.5% SENIOR NOTES DUE 2010
FOR ITS NEWLY ISSUED
9.5% SENIOR NOTES DUE 2010, SERIES B
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2004, UNLESS EXTENDED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
U. S. BANK NATIONAL ASSOCIATION
By Regular, Registered or Certified Mail, By Facsimile
Overnight Courier or Hand Delivery: (Eligible Institutions Only):
U.S. Bank National Association (651) 495-8158
60 Livingston Ave. Confirm by Telephone:
Attn: Specialized Finance (800) 934-6802
St. Paul, MN 55107
TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE OR DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus, dated , 2004 (the
"Prospectus"), of General Cable Corporation, a Delaware corporation (the
"Company"), and this Letter of Transmittal (the "Letter"), which together
constitute the Company's offer (the "Exchange Offer") to exchange an aggregate
principal amount of up to $285,000,000 of its 9.5% Senior Notes due 2010, Series
B (the "Exchange Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement of
which the Prospectus is a part, for a like principal amount of the Company's
issued and outstanding 9.5% Senior Notes due 2010 (the "Outstanding Notes"). The
term "Holder" with respect to the Exchange Offer means any person in whose name
Outstanding Notes are registered on the books of the Company, any other person
who has obtained a properly completed bond power from the registered holder or
any person whose Outstanding Notes are held of record at The Depository Trust
Company ("DTC" or the "Book-Entry Transfer Facility").
For each Outstanding Note accepted for exchange, the Holder of such
Outstanding Note will receive an Exchange Note having a principal amount equal
to that of the surrendered Outstanding Note. Outstanding Notes tendered must be
in denominations of principal amount of $1,000 and any integral multiple
thereof. The Exchange Notes will bear interest from the most recent date to
which interest has been paid on the Outstanding Notes exchanged therefor or, if
no interest has been paid on such Outstanding Notes, from November 24, 2003.
Accordingly, registered holders of Exchange Notes on the relevant record date
for the first interest payment date following the consummation of the Exchange
Offer will receive interest accruing from the most recent date on which interest
has been paid or, if no interest has been paid, from November 24, 2003.
Outstanding Notes accepted for exchange will cease to accrue interest from and
after such date. Holders of Outstanding Notes whose Outstanding Notes are
accepted for exchange will not receive any payment in respect of accrued
interest on such Outstanding Notes.
To participate in the Exchange Offer, Holders must tender by (1) book-entry
transfer to the account maintained by the Exchange Agent at DTC pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering" section
of the Prospectus or (2) forwarding certificates for the Outstanding Notes
herewith. Holders of Outstanding Notes whose certificates are not immediately
available, or who are unable to deliver their certificates, this Letter and all
other documents required by this Letter, or confirmation of the book-entry
tender of their Outstanding Notes into the Exchange Agent's account at DTC (a
"Book-Entry Confirmation"), to the Exchange Agent on or prior to the Expiration
Date, must tender their Outstanding Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer-Procedures for Tendering" section of
the Prospectus. See Instruction 1.
DELIVERY OF DOCUMENTS TO DTC 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. Holders who wish to tender their Outstanding Notes must
complete this Letter in its entirety.
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List below the Outstanding Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Outstanding Notes should be listed on a separate signed schedule affixed hereto.
BOX 1
TENDER OF OUTSTANDING NOTES
List below the Outstanding notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Outstanding notes should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OUTSTANDING NOTES TENDERED
AGGREGATE
NAME(S) AND ADDRESS(ES) OF PRINCIPAL AMOUNT
REGISTERED HOLDER(S) CERTIFICATE OF OUTSTANDING
(PLEASE FILL IN, IF BLANK) NUMBER(S)* NOTES**
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Total:
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* Do not complete if Outstanding notes are being tendered by book-entry
transfer.
** A holder will be deemed to have tendered ALL Outstanding notes unless a
lesser amount is specified in this column. See Instruction 2. Outstanding
notes tendered hereby must be in denominations of principal amount of
$1,000 and any integral multiples thereof. See Instruction 1.
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution ____________________________________________
Account Number ______________________________ Transaction Code Number _____
By crediting the Outstanding notes to the Exchange Agent's account at DTC'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
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Outstanding notes acknowledges and agrees to be bound by the terms of, and makes
the representations and warranties contained in , this Letter, the DTC
participant confirms on behalf of itself and the beneficial owners of such
Outstanding 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.
[ ] CHECK HERE IF TENDERED OUTSTANDING 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:
Name of Tendering Institution _____________________________________________
Account Number_________________________ Transaction Code Number ___________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED OUTSTANDING NOTES FOR
YOUR OWN AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES.
Name ______________________________________________________________________
Address ___________________________________________________________________
Telephone Number (including area code) ____________________________________
IF YOU CHECK THE ABOVE BOX, THE COMPANY WILL INQUIRE WITH YOU FROM TIME TO
TIME AT THE ADDRESS AND TELEPHONE NUMBER PROVIDED ABOVE AND ON THE
SIGNATURE PAGE TO THIS LETTER AS TO WHETHER YOU CONTINUE TO HOLD EXCHANGE
NOTES TO KEEP THE REGISTRATION STATEMENT RELATING TO THE EXCHANGE NOTES
CONTINUOUSLY EFFECTIVE, SUPPLEMENTED, AMENDED AND CURRENT THROUGH THE FIRST
ANNIVERSARY OF THE CONSUMMATION OF THE EXCHANGE OFFER OR UNTIL ALL EXCHANGE
NOTES HAVE BEEN SOLD, WHICHEVER PERIOD IS SHORTER, IN ORDER TO PERMIT
RESALES OF EXCHANGE NOTES ACQUIRED BY YOU IN AFTER-MARKET TRANSACTIONS. IF
YOU FAIL TO CONFIRM THAT YOU CONTINUE TO HOLD EXCHANGE NOTES, YOU WILL BE
DEEMED TO HAVE SOLD ANY AND ALL EXCHANGE NOTES AND THE COMPANY WILL NO
LONGER KEEP THE REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE,
SUPPLEMENTED, AMENDED AND CURRENT OR MAKE THE PROSPECTUS AVAILABLE TO YOU
FOR SUCH RESALES.
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[ ] CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO
AT THE ABOVE-LISTED ADDRESS.
If the undersigned is not a broker-dealer, the undersigned represents that
it has not engaged in, does not intend to engage in, and has no arrangement or
understanding with any person to participate in, the distribution of the
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Outstanding notes that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a copy of the Prospectus in connection with
any resale of the Exchange Notes; however, by so acknowledging and by delivering
a Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
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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
Outstanding Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Outstanding 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 Outstanding 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 Outstanding Notes, with full power of substitution,
among other things, to cause the Outstanding 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 Outstanding Notes and to acquire Exchange Notes issuable upon the exchange
of such tendered Outstanding Notes, and that, when the same 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 (1) any Exchange Notes
acquired in exchange for Outstanding 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, (2) neither the
Holder of such Outstanding 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 (within the meaning of the Securities Act) of
such Exchange Notes, and (3) neither the Holder of such Outstanding Notes nor
any such other person is an "affiliate" (as defined in Rule 405 under the
Securities Act) of the Company and, if it is such an affiliate, it understands
and acknowledges that such Exchange Notes may not be offered for resale, resold
or otherwise transferred by it without registration under the Securities Act or
an exemption therefrom. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Outstanding Notes, it
represents that the Outstanding Notes to be exchanged for 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 such prospectus,
the undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. The undersigned further represents that it is
not acting on behalf of any person who could not truthfully make the foregoing
representations.
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 Outstanding 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) 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; that, 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 any Holder is an
affiliate of the Company, or 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 acknowledges
that it (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.
Failure to comply with such requirements could result in the Holder incurring
liability under the Securities Act for which such Holder is not indemnified by
the Company.
The undersigned also warrants that it will, upon request, execute and
deliver such additional documents and make such additional representations as
are deemed by the Company necessary or desirable to complete the sale,
assignment and transfer of the Outstanding Notes tendered hereby. The
undersigned further agrees that acceptance
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of any tendered Outstanding 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, dated November 24,
2003, between the Company and the initial purchasers of the Outstanding Notes,
and that the Company shall have no further obligations or liabilities thereunder
for the registration of the Outstanding Notes or the Exchange Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Company), as more fully set forth in
the Prospectus. The Company may not be required to exchange any of the
Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not
exchanged will be returned to the undersigned at the address shown below the
signature of the undersigned or, in the case of a book-entry delivery of
Outstanding Notes, to the credit of the account indicated above maintained at
DTC.
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 of Tenders" section of the Prospectus. See Instruction 10.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding Notes
not exchanged) to the name of the undersigned or, in the case of a book-entry
delivery of Outstanding Notes, please credit the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Exchange Notes (and, if
applicable, substitute certificates representing Outstanding Notes for any
Outstanding Notes not exchanged) to the undersigned at the address shown above
in the box entitled "Description of Outstanding Notes" or, in the case of a
book-entry delivery of Outstanding Notes, please credit the account indicated
above maintained at DTC
The undersigned, by completing the box entitled "Description of Outstanding
Notes" above and signing this Letter, will be deemed to have tendered the
Outstanding Notes as set forth in such box.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be issued in the name of someone other than the
person or persons whose signature(s) appear(s) on this Letter above, or if
Outstanding 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 Outstanding Notes to:
Name(s):
________________________________________________________________________________
(Please type or print)
________________________________________________________________________________
(Please type or print)
Address (including zip code):
________________________________________________________________________________
________________________________________________________________________________
Employer Identification or Social Security Number:
________________________________________________________________________________
(COMPLETE SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Outstanding Notes delivered by book-entry
transfer to the Book-Entry Transfer Facility account set forth below.
Book-Entry Transfer Facility (Account Number, if applicable):
________________________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Outstanding 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 Outstanding
Notes" on this Letter above.
Mail Exchange Notes and/or Outstanding Notes to:
Name(s):
________________________________________________________________________________
(Please type or print)
________________________________________________________________________________
(Please type or print)
8
Address (including zip code):
________________________________________________________________________________
________________________________________________________________________________
Employer Identification or Social Security Number:
________________________________________________________________________________
(COMPLETE SUBSTITUTE FORM W-9)
9
ALL TENDERING HOLDERS SIGN HERE
(IN ADDITION, COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)
X
__________________________________ _________________________________
X
__________________________________ _________________________________
(SIGNATURE(S) OF OWNER) (DATE)
Area Code and Telephone Number:
___________________________________________________
If a holder is tendering any Outstanding Notes, this Letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Outstanding Notes or on a security position listing, 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): Address (including zip code):
__________________________________ _________________________________
(PLEASE TYPE OR PRINT)
_________________________________
__________________________________
(PLEASE TYPE OR PRINT) Employer Identification or Social
Security Number:
_________________________________
Capacity:
__________________________________
________________________________________________________________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by an Eligible Institution:
________________________________________________________________________________
(AUTHORIZED SIGNATURE)
________________________________________________________________________________
(TITLE)
________________________________________________________________________________
(NAME AND FIRM)
DATED: _________________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES
To participate in the Exchange Offer, Holders must tender by (1) book-entry
transfer to the account maintained by the Exchange Agent at DTC pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering" section
of the Prospectus or (2) forwarding certificates for the Outstanding Notes
herewith. Certificates for all physically tendered Outstanding Notes, as well as
a properly completed and duly executed Letter (or manually signed facsimile
hereof) and any other documents required by this Letter, or an agent's message,
as the case may be, 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, Delivery to an
address or via a facsimile number other than as set forth herein will not
constitute a valid delivery. Outstanding Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
Holders whose certificates for Outstanding 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 Outstanding Notes pursuant to the guaranteed delivery procedures
set forth in "The Exchange Offer--Procedures for Tendering" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through a
firm that is an eligible institution, (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 Outstanding Notes and the amount of Outstanding 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 Outstanding Notes, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, and a properly
completed and duly executed Letter, or an agent's message, and all 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
Outstanding Notes, in proper form for transfer, or a Book-Entry Confirmation, as
the case may be, and a properly completed and duly executed Letter, or an
agent's message, and all other documents required by this Letter, must be
received by the Exchange Agent within three NYSE trading days after the
Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER, THE OUTSTANDING NOTES AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER, BUT THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
If Outstanding Notes are sent by mail, it is suggested that the mailing be by
registered mail, properly insured, with return receipt requested, 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 HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER)
If less than all of the Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box above
entitled "Description of Outstanding Notes--Principal Amount Tendered." A
reissued certificate representing the balance of untendered Outstanding 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
OUTSTANDING NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED IN FULL UNLESS OTHERWISE INDICATED.
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3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES
If this Letter is signed by the registered Holder of the Outstanding Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates for such notes without any change whatsoever. If
this Letter is signed by a participant in DTC, the signature must correspond
with the name as it appears on the security position listing as the owner of the
Outstanding Notes.
If any tendered Outstanding Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Outstanding 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
Outstanding 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 untendered Outstanding Notes are to be reissued,
to a person other than the registered Holder, then endorsements of any
certificates transmitted hereby or separate bond powers by the registered Holder
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, with respect to a DTC participant whose name(s)
appear(s) on a security position listing as the owner of Outstanding Notes,
exactly as the name of the participant appears on such security position
listing) 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.
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Outstanding Notes are tendered: (i) by a registered
Holder of Outstanding Notes (which term, for purposes of the Exchange Offer,
includes any participant in DTC whose name appears on a security position
listing as the Holder of such Outstanding 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 Outstanding 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 Outstanding 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. Holders tendering Outstanding Notes by book-entry transfer may
request that Outstanding Notes not exchanged be credited to such account
maintained at DTC as such Holder may designate hereon. If no such instructions
are given, such Outstanding 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
Outstanding 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% (or,
for payments made after December 31, 2004, the maximum backup withholding rate
then in effect) of the amount of any reportable payments made after the
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exchange to such tendering Holder of Exchange Notes. If withholding results in
an overpayment of taxes, a refund may be obtained.
Certain Holders of Outstanding Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering Holder of Outstanding Notes
must provide its correct TIN by completing the Substitute Form W-9 set forth
below, certifying, under penalties of perjury, that (i) the TIN provided is
correct (or that such Holder is awaiting a TIN), (2)(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, and (3) the Holder is a U.S. person (including a U.S.
resident alien). If the tendering Holder of Outstanding Notes is a nonresident
alien or foreign entity not subject to backup withholding, such Holder must give
the Exchange Agent a completed Form W-8BEN "Certificate of Beneficial Owner for
United States Tax Withholding" or other appropriate Form W-8 such as (i) Form
W-8ECI "Certificate of Foreign Person's Claim for Exemption from Withholding on
Income Effectively Connected with the Conduct of a Trade or Business in the
United States;" (ii) Form W-8IMY "Certificate of Foreign Intermediary, Foreign
Flow-Through Entity, or Certain U.S. Branches for United States Tax
Withholding;" or (iii) Form W-8EXP "Certificate of Foreign Government or Other
Foreign Organization for United States Tax Withholding." These forms may be
obtained from the Exchange Agent. If the Outstanding Notes are in more than one
name or are not in the name of the actual owner, such Holder should consult the
W-9 Guidelines for information on which TIN to report. If such Holder does not
have a TIN, such Holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: Checking this box and writing "applied
for" on the form means that such Holder has already applied for a TIN or that
such Holder intends to apply for one in the near future. If the box in Part 2 of
the Substitute Form W-9 is checked, the Exchange Agent will retain 30% (or, for
payments made after December 31, 2004, the maximum backup withholding rate then
in effect) of all reportable payments made to a Holder during the sixty (60) day
period following the date of the Substitute Form W-9. If the Holder furnishes
the Exchange Agent with his or her TIN within sixty (60) days of the Substitute
Form W-9, the Exchange Agent will remit such amounts retained during such sixty
(60) day period to such Holder and no further amounts will be retained or
withheld from payments made to the Holder thereafter. If, however, such Holder
does not provide its TIN to the Exchange Agent within such sixty (60) day
period, the Exchange Agent will remit such previously withheld amounts to the
Internal Revenue Service as backup withholding and will withhold 30.5% (or, for
payments made after December 31, 2004, the maximum backup withholding rate then
in effect) of all reportable payments to the Holder thereafter until such Holder
furnishes its TIN to the Exchange Agent.
6. TRANSFER TAXES
The Company will pay all transfer taxes, if any, applicable to the transfer
of Outstanding Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Outstanding 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 Outstanding Notes tendered hereby, or if
tendered Outstanding 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 Outstanding 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 Outstanding 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.
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8. NO CONDITIONAL TENDERS
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Outstanding Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Outstanding 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
Outstanding Notes nor shall any of them incur any liability for failure to give
any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES
Any Holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. WITHDRAWAL OF TENDERS
Tenders of Outstanding Notes may be withdrawn at any time prior to the
Expiration Date.
For a withdrawal of a tender of Outstanding Notes to be effective, a
written notice of withdrawal must be received by the Exchange Agent at the
address set forth above prior to the Expiration Date. Any such notice of
withdrawal must (i) specify the name of the person tendering the Outstanding
Notes to be withdrawn (the "Depositor"), (ii) identify the Outstanding Notes to
be withdrawn (including certificate number or numbers and the principal amount
of such Outstanding Notes), (iii) contain a statement that such Holder is
withdrawing his election to have such Outstanding Notes exchanged, (iv) be
signed by the Holder in the same manner as the original signature on the Letter
by which such Outstanding Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer to have the Trustee with
respect to the Outstanding Notes register the transfer of such Outstanding Notes
in the name of the person withdrawing the tender and (v) specify the name in
which such Outstanding Notes are registered, if different from that of the
Depositor. If Outstanding 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 DTC to be credited with the withdrawn Outstanding Notes
and otherwise comply with the procedures of DTC.
Any Outstanding 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 Outstanding Notes so withdrawn
are validly retendered. Properly withdrawn Outstanding Notes may be retendered
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. VALIDITY AND FORM; UNEXCHANGED OUTSTANDING NOTES
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Outstanding Notes will be
determined by the Company in its discretion, which determination will be final
and binding on all parties. The Company reserves the right to reject any and all
Outstanding Notes not properly tendered or any Outstanding Notes the acceptance
of which would, in the Company's judgment, be unlawful. The Company also
reserves the right to waive any defects, irregularities or conditions of tender
as to particular Outstanding Notes, either before or after the Expiration Date,
including the right to waive the ineligibility of any tendering holder. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the Letter and these Instructions) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding 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 Outstanding Notes, neither the
Company, the Exchange Agent nor any other person will (i) be under any duty to
do so and (ii) incur any liability for failure to give such notification.
Tenders of Outstanding Notes will not be deemed to have been made until such
defects or irregularities have been cured or waived.
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Any Outstanding Notes received by the Exchange Agent 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
Outstanding Notes tendered by book-entry transfer into the Exchange Agent's
account at DTC pursuant to the book-entry transfer procedures set forth in "THE
EXCHANGE OFFER--Book-Entry Transfer" section of the Prospectus, such Outstanding
Notes will be credited to an account maintained with DTC for the Outstanding
Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, 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.
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX IN THIS LETTER.
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THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED. Please provide your
social security number or other taxpayer identification number in the following
Substitute Form W-9 and certify therein that you are subject to backup
withholding.
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX TIN:
FORM W-9 AT THE RIGHT AND CERTIFY BY SIGNING AND
DEPARTMENT OF THE DATING BELOW. For individuals, this is your --------------------------
TREASURY Social Security Number (SSN). For sole Social security number
INTERNAL REVENUE SERVICE proprietors, see the Instructions in the or
PAYER'S REQUEST FOR enclosed Guidelines. For other entities, it Employer Identification Number
TAXPAYER IDENTIFICATION is your Employer Identification Number
NUMBER (EIN). If you do not have a number, see how
("TIN") AND CERTIFICATION to get a TIN in the enclosed Guidelines.
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PART 2 -- TIN APPLIED FOR: [ ]
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PART 3 -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The
number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me), (2) I am not subject to backup
withholding because (a) I am exempt from backup withholding, (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
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Signature: Date: , 2004
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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 returns and you have not been notified by
the IRS that you are no longer subject to backup withholding. The IRS does not
require your consent to any provisions of this document other than the
certifications required to avoid backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
THE SUBSTITUTE FORM W-9.
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 payment, 30 percent of
all reportable cash payments made to me thereafter will be withheld until I
provide a number and such retained amounts will be remitted to the Internal
Revenue Service as backup withholding.
Signature:
------------------------------------------------------------
Date:
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FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF ANY
PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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