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EXHIBIT 99
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
11% SERIES A SENIOR NOTES DUE 2007
OF
CONTINENTAL GLOBAL GROUP, INC.
PURSUANT TO
PROSPECTUS DATED __________, 1997
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
__________, 1997, UNLESS EXTENDED. TENDERS OF 11% SERIES A SENIOR NOTES
DUE 2007 MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED
IN THE PROSPECTUS AND HEREIN.
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The Exchange Agent for the Exchange Offer is:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By Registered or Certified Mail: By Overnight Courier:
Norwest Bank Minnesota, National Association Norwest Bank Minnesota, National Association
Corporate Trust Operations Corporate Trust Operations
P. O. Box 1517 Norwest Center
Minneapolis, Minnesota 55480-1517 Sixth and Marquette
Minneapolis, Minnesota 55479-0069
By Hand: By Facsimile:
Norwest Bank Minnesota, National Association Norwest Bank Minnesota, National Association
Corporate Trust Operations Corporate Trust Operations
Northstar East, 12th Floor (612) 667-4927
608 2nd Avenue Confirm by telephone:
Minneapolis, Minnesota 55479-0113 (612) 667-9764
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DESCRIPTION OF SERIES A NOTES TENDERED
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Names(s) and Address(es) of Holder(s) Series A Notes Tendered
Please fill in, if blank, exactly as name(s) appear(s) on (Attach additional schedule, if necessary)
Series A Notes)
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(1) (2) (3)
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Certificate Number(s) Total Principal Amount
(if enclosing of Series A Notes
certificates) Tendered
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Total
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THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE PROSPECTUS, DATED ______,
1997 (THE "PROSPECTUS"), OF CONTINENTAL GLOBAL GROUP, INC., A DELAWARE
CORPORATION (THE "COMPANY"), RELATING TO THE OFFER (THE "EXCHANGE OFFER") OF THE
COMPANY, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE
PROSPECTUS AND HEREIN AND THE INSTRUCTIONS HERETO, TO EXCHANGE $1,000 PRINCIPAL
AMOUNT OF ITS 11% SERIES B SENIOR NOTES DUE 2007 (THE "SERIES B NOTES") FOR EACH
$1,000 PRINCIPAL AMOUNT OF ITS OUTSTANDING 11% SERIES A SENIOR NOTES DUE 2007
(THE "SERIES A NOTES"), OF WHICH $120 MILLION AGGREGATE PRINCIPAL AMOUNT IS
OUTSTANDING. THE
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MINIMUM PERMITTED TENDER IS $1,000 PRINCIPAL AMOUNT OF SERIES A NOTES, AND ALL
OTHER TENDERS MUST BE IN INTEGRAL MULTIPLES OF $1,000.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
BY FACSIMILE, 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 Exchange Offer will expire at 5:00 p.m., New York City time, on
__________, 1997 (the "Expiration Date"), unless extended.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE SERIES B NOTES PURSUANT TO
THE EXCHANGE OFFER MUST VALIDLY TENDER THEIR SERIES A NOTES TO THE EXCHANGE
AGENT BY 5:00 P.M. ON THE EXPIRATION DATE.
This Letter of Transmittal should be used only to exchange the Series A
Notes, pursuant to the Exchange Offer as set forth in the Prospectus.
This Letter of Transmittal is to be used (a) if Series A Notes are to
be physically delivered to the Exchange Agent or (b) if delivery of Series A
Notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company ("DTC" or the "Book-Entry
Transfer Facility") pursuant to the procedures set forth in the Prospectus under
the caption "The Exchange Offer--Procedures for Tendering." Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
Holders whose Series A Notes are not available or who cannot deliver
their Series A Notes and all other documents required hereby to the Exchange
Agent by 5:00 p.m. on the Expiration Date nevertheless may tender their Series A
Notes in accordance with the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 1.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL THE SURRENDER OF
SERIES A NOTES FOR EXCHANGE BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT
BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Prospectus.
HOLDERS WHO WISH TO EXCHANGE THEIR SERIES A NOTES MUST COMPLETE COLUMNS
(1) THROUGH (3) IN THE BOX ENTITLED "DESCRIPTION OF SERIES A NOTES TENDERED" ON
THE PRIOR PAGE, COMPLETE THE BOX BELOW ENTITLED "METHOD OF DELIVERY" AND SIGN IN
THE APPROPRIATE BOX(ES) BELOW.
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METHOD OF DELIVERY
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[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SERIES A NOTES ARE ENCLOSED
HEREWITH.
[ ] CHECK HERE IF TENDERED SERIES A 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:
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Account Number: Transaction Code Number:
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[ ] CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING (SEE INSTRUCTIONS 1 AND 4):
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution which Guaranteed Delivery:
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IF DELIVERED BY THE BOOK-ENTRY TRANSFER FACILITY, PROVIDE THE FOLLOWING
INFORMATION:
[ ] The Depository Trust Company
Account Number: Transaction Code Number:
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN
ADDITIONAL COPES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
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Address:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
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 principal amount of Series A Notes
indicated in the box entitled "Description of Series A Notes Tendered." Subject
to, and effective upon, the acceptance for exchange of the Series A Notes
tendered hereby, the undersigned hereby irrevocably sells, assigns and transfers
to or upon the order of the Company all right, title and interest in and to such
Series A Notes, and hereby irrevocably constitutes and appoints the Exchange
Agent the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that said Exchange Agent also acts as the agent of the Company
and as Trustee under the indenture governing the Series A Notes and the Series B
Notes) with respect to such Series A Notes, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest) to (a) deliver certificates representing such Series A Notes, and to
deliver all accompanying evidences of transfer and authenticity to or upon the
order of the Company upon receipt by the Exchange Agent, as the undersigned's
agent, of the Series B Notes to which the undersigned is entitled upon the
acceptance by the Company of such Series A Notes for exchange pursuant to the
Exchange Offer, (b) receive all benefits and otherwise to exercise all rights of
beneficial ownership of such Series A Notes, all in accordance with the terms of
the Exchange Offer, and (c) present such Series A Notes for transfer on the
register for such Series A Notes.
The undersigned acknowledges that prior to this Exchange Offer, there
has been no public market for the Series A Notes or the Series B Notes. If a
market for the Series B Notes should develop, the Series B Notes could trade at
a discount from their principal amount. The undersigned is aware that the
Company does not intend to list the Series B Notes on a national securities
exchange and that there can be no assurance that an active market for the Series
B Notes will develop.
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
Series B Notes. If the undersigned is a broker-dealer that will receive Series B
Notes, it represents that the Series A Notes to be exchanged for Series B Notes
were acquired as a result of market-making activities or other trading
activities and it acknowledges that it will deliver a prospectus in connection
with any resale of such Series B 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.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED
FROM OR ON BEHALF OF, HOLDERS OF THE SERIES A NOTES IN ANY JURISDICTION IN WHICH
THE MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION OR WOULD OTHERWISE NOT BE IN COMPLIANCE WITH ANY
PROVISION OF ANY APPLICABLE SECURITY LAW.
The undersigned represents that (a) it is not an "affiliate," as
defined under Rule 405 of the Securities Act, of the Company, (b) it is not
engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the Series B
Notes, and (c) it is acquiring the Series B Notes in the ordinary course of
business.
The undersigned understands and acknowledges that the Company reserves
the right, in its sole discretion, to purchase or make offers for any Series A
Notes that remain outstanding subsequent to the Expiration Date or to terminate
the Exchange Offer and, to the extent permitted by applicable law, purchase
Series A Notes in the open market, in privately negotiated transactions or
otherwise. The terms of any such purchases or offers will differ from the terms
of the Exchange Offer.
The undersigned hereby represents and warrants that (a) the undersigned
accepts the terms and conditions of the Exchange Offer, (b) the undersigned has
a net long position within the meaning of Rule 14e-4 under the Exchange Act
("Rule 14e-4") equal to or greater than the principal amount of Series A Notes
tendered hereby, (c) the tender of such Series A Notes complies with Rule 14e-4
(to the extent that Rule 14e-4 is applicable to such
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exchange), (d) the undersigned has full power and authority to tender, exchange,
assign and transfer the Series A Notes tendered hereby, and (e) when the same
are accepted for exchange by the Company, 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 or right. 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 Series A Notes tendered hereby.
The undersigned agrees that all authority conferred or agreed to be
conferred by this Letter of Transmittal 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. The undersigned also agrees that, except as
stated in the Prospectus, the Series A Notes tendered hereby cannot be
withdrawn.
The undersigned understands that tenders of the Series A Notes pursuant
to any one of the procedures described in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering" and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company in
accordance with the terms and subject to the conditions of the Exchange Offer.
The undersigned understands that by tendering Series A Notes pursuant
to one of the procedures described in the Prospectus and the instructions
thereto, the tendering holder will be deemed to have waived the right to receive
any payment in respect of interest on the Series A Notes accrued up to the date
of issuance of the Series B Notes.
The undersigned recognizes that, under certain circumstances set forth
in the Prospectus, the Company may not be required to accept for exchange any of
the Series A Notes tendered. Series A Notes not accepted for exchange or
withdrawn will be returned to the undersigned at the address set forth below
unless otherwise indicated under "Special Delivery Instructions" below.
Unless otherwise indicated herein under the box entitled "Special
Issuance Instructions" below, Series B Notes, and Series A Notes not validly
tendered or accepted for exchange, will be issued in the name of the
undersigned. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, Series B Notes, and Series A Notes not
validly tendered or accepted for exchange, will be delivered to the undersigned
at the address shown below the signature of the undersigned. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Issuance
Instructions" to transfer any Series A Notes from the name of the registered
holder thereof if the Company does not accept for exchange any of the principal
amount of such Series A Notes so tendered.
All questions as to the validity, form, eligibility (including time of
receipt), and withdrawal of the tendered Series A Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Series A
Notes not properly tendered or any Series A Notes the Company's acceptance of
which would, in the opinion of counsel for the Company, be unlawful. The Company
also reserves the right to waive any irregularities or conditions of tender as
to particular Series A Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Series A Notes must be
cured within such time as the Company shall determine. Neither the Company, the
Exchange Agent nor any other person shall be under any duty to give notification
of defects or irregularities with respect to tenders of Series A Notes, nor
shall any of them incur any liability for failure to give such notification.
Tenders of Series A Notes will not be deemed to have been made until such
irregularities have been cured or waived. Any Series A Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost to
such holder by the Exchange Agent to the tendering holders of Series A Notes,
unless otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF SERIES
A NOTES TENDERED" AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE SERIES A NOTES AND MADE CERTAIN REPRESENTATIONS DESCRIBED IN THE
PROSPECTUS AND HEREIN.
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SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X
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X
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(SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY)
Must be signed by the registered holder(s) of Series A Notes exactly as
their name(s) appear(s) on certificate(s) for the Series A Notes or by person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted with this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation,
agent or other person acting in a fiduciary or representative capacity, please
provide the following information. See Instruction 3.
Name(s):
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(PLEASE PRINT)
Capacity (full title):
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Address:
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(INCLUDING ZIP CODE)
Area Code and Telephone No.:
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SIGNATURE GUARANTEE
(SEE INSTRUCTION 3)
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURE(S))
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NO., INCLUDING AREA CODE, OF FIRM)
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(AUTHORIZED SIGNATURE)
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(PRINTED NAME)
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(TITLE)
Date: ________________________, 1997
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 6) (SEE INSTRUCTIONS 3, 4 AND 6)
To be completed ONLY if certificates for To be completed ONLY if certificates for
Series A Notes in a principal amount not Series A Notes in a principal amount not
exchanged and/or certificates for Series B Notes exchanged and/or certificates for Series B Notes
are to be issued in the name of someone other than are to be sent to someone other than the
the undersigned, or if Series A Notes are to be undersigned at an address other than that shown
returned by credit to an account maintained by the above.
Book-Entry Transfer Facility.
Issue (check appropriate box) Deliver (check appropriate box)
|_| Series B Notes to: |_| Series B Notes to:
|_| Series A Notes to: |_| Series A Notes to:
Name: Name:
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(Please Print) (Please Print)
Address: Address:
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Zip Code Zip Code
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Taxpayer Identification Number Taxpayer Identification Number
(YOU MUST ALSO COMPLETE (YOU MUST ALSO COMPLETE
SUBSTITUTE FORM W-9 BELOW.) SUBSTITUTE FORM W-9 BELOW.)
Credit unaccepted Series A Notes tendered by
book-entry transfer to:
[ ] The Depository Trust Company
account set forth below
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(DTC ACCOUNT NUMBER)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
OFFER AND THE SOLICITATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. To be effectively tendered pursuant to the Exchange Offer,
the Series A Notes, together with a properly completed Letter of Transmittal (or
facsimile thereof), duly executed by the registered holder thereof, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at one of its addresses set forth on the first page of this
Letter of Transmittal. If the beneficial owner of any Series A Notes is not the
registered holder, then such person may validly tender his or her Series A Notes
only by obtaining and submitting to the Exchange Agent a properly completed
Letter of Transmittal from the registered holder. SERIES A NOTES SHOULD BE
DELIVERED ONLY TO THE EXCHANGE AGENT AND NOT TO THE COMPANY OR TO ANY OTHER
PERSON.
THE METHOD OF DELIVERY OF SERIES A NOTES AND ALL OTHER REQUIRED
DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER.
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY TO THE
EXCHANGE AGENT BY 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
If a holder desires to tender Series A Notes and such holder's Series A
Notes are not immediately available or time will not permit such holder's Letter
of Transmittal, Series A Notes or other required documents to reach the Exchange
Agent on or before the Expiration Date, such holder's tender may be effected if:
(a) the tender is made through an Eligible Institution (as
defined);
(b) prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed Notice
of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery) setting forth the name and address of the holder of the
Series A Notes, the certificate number or numbers of such Series A
Notes and the principal amount of Series A Notes tendered, stating that
the tender is being made thereby, and guaranteeing that, within three
business days after the Expiration Date, the Letter of Transmittal (or
facsimile thereof) together with the certificate(s) representing the
Series A Notes to be tendered in proper form for transfer or a
Book-Entry Confirmation, as the case may be, and any other documents
required by the Letter of Transmittal will be deposited by the Eligible
Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof) together with the certificate(s) representing all
tendered Series A Notes in proper form for transfer and all other
documents required by the Letter of Transmittal are received by the
Exchange Agent within three business days after the Expiration Date.
2. WITHDRAWAL OF TENDERS. Tendered Series A Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date,
unless previously accepted for exchange.
To be effective, a written or facsimile transmission notice of
withdrawal must (a) be received by the Exchange Agent at one of its addresses
set forth on the first page of this Letter of Transmittal prior to 5:00 p.m.,
New York City time, on the Expiration Date, unless previously accepted for
exchange, (b) specify the name of the person who tendered the Series A Notes,
(c) contain the description of the Series A Notes to be withdrawn, the
certificate numbers shown on the particular certificates evidencing such Series
A Notes and the aggregate principal amount represented by such Series A Notes
and (d) be signed by the holder of such Series A Notes in the same manner as the
original signature appears on this Letter of Transmittal (including any required
signature guarantees) or be accompanied by evidence sufficient to have the
Trustee with respect to the Series A Notes register the transfer of such Series
A Notes into the name of the holder withdrawing the tender. The signature(s) on
the notice of withdrawal must be guaranteed by an Eligible Institution unless
such Series A Notes have been tendered (a) by a
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registered holder of Series A Notes who has not completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (b) for the account of an
Eligible Institution. All questions as to the validity, form and eligibility
(including time of receipt) of such withdrawal notices shall be determined by
the Company, whose determination shall be final and binding on all parties. If
the Series A Notes to be withdrawn have been delivered or otherwise identified
to the Exchange Agent, a signed notice of withdrawal is effective immediately
upon receipt by the Exchange Agent of a written or facsimile transmission notice
of withdrawal even if physical release is not yet effected. In addition, such
notice must specify, in the case of Series A Notes tendered by delivery of
certificates for such Series A Notes, the name of the registered holder (if
different from that of the tendering holder) to be credited with the withdrawn
Series A Notes. Withdrawals may not be rescinded, and any Series A Notes
withdrawn will thereafter be deemed not validly tendered for purposes of the
Exchange Offer. However, properly withdrawn Series A Notes may be retendered by
following one of the procedures described under "The Exchange Offer--Procedures
for Tendering" in the Prospectus at any time on or prior to the applicable
Expiration Date.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the registered holder(s) of the Series A Notes tendered hereby, the signature
must correspond exactly with the name(s) as written on the face of the
certificates without any change whatsoever.
If any Series A Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any Series A Notes tendered hereby are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required unless Series B Notes are to be issued, or
certificates for any untendered principal amount of Series A Notes are to be
reissued, to a person other than the registered holder.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any certificate(s) specified herein such certificates(s)
must be endorsed or accompanied by appropriate bond powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s).
If this Letter of Transmittal or a Notice of Guaranteed Delivery 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, evidence satisfactory to the Company
of their authority so to act must be submitted with this Letter of Transmittal.
Except as described below, signatures on this Letter of Transmittal or
a notice of withdrawal, as the case may be, must be guaranteed by an Eligible
Institution. Signatures on this Letter of Transmittal or a notice of withdrawal,
as the case may be, need not be guaranteed if the Series A Notes tendered
pursuant hereto are tendered (a) by a registered holder of Series A Notes who
has not completed either the box entitled "Special Issuance Instructions" or the
box entitled "Special Delivery Instructions" on this Letter of Transmittal or
(b) for the account of an Eligible Institution. In the event that signatures on
this Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, such guarantee must be by a firm which is a member of
a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust company
having an office or correspondent in the United States (each as "Eligible
Institutions").
Endorsements on certificates for Series A Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by an Eligible
Institution.
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4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate in the applicable box the name and address to which certificates for
Series B Notes and/or substitute certificates evidencing Series A Notes for the
principal amounts not exchanged are to be issued or sent, if different from the
name and address of the person signing this Letter of Transmittal. In the case
of issuance in a different name, the employer identification or social security
number of the person named must also be indicated. If no such instructions are
given, any Series A Notes not exchanged will be returned to the name and address
of the person signing this Letter of Transmittal.
5. TAX IDENTIFICATION NUMBER WITHHOLDING. Federal income tax law of the
United States requires that a holder of Series A Notes whose Series A Notes are
accepted for exchange provide the Company with the holder's correct taxpayer
identification number, which, in the case of a holder who is an individual, is
his or her social security number, or otherwise establish an exemption from
backup withholding. If the Company is not provided with the correct taxpayer
identification number, the exchanging holder of Series A Notes may be subject to
a $50 penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
interest on the Series B Notes acquired pursuant to the Exchange Offer may be
subject to backup withholding in an amount equal to 31% of any interest payment.
If withholding occurs and results in an overpayment of taxes, a refund may be
obtained.
To prevent backup withholding, each exchange holder of Series A Notes
subject to backup withholding must provide his correct taxpayer identification
number by completing the Substitute Form W-9 provided in this Letter of
Transmittal, certifying that the taxpayer identification number provided is
correct (or that the exchanging holder of Series A Notes is awaiting a taxpayer
identification number) and that either (a) the exchanging holder has not yet
been notified by the IRS that such holder is subject to backup withholding as a
result of failure to report all interest or dividends or (b) the IRS has
notified the exchanging holder that such holder is no longer subject to backup
withholding.
Certain exchanging holders of Series A Notes (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding 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 Form W-9," to
such exempt status on the Substitute Form W-9 provided in this Letter of
Transmittal.
6. TRANSFER TAXES. Holders tendering pursuant to the Exchange Offer
will not be obligated to pay brokerage commissions or fees or to pay transfer
taxes with respect to their exchange under the Exchange Offer unless the box
entitled "Special Issuance Instructions" in this Letter of Transmittal has been
completed, or unless the Series B Notes are to be issued to any person other
than the holder of the Series A Notes tendered for exchange. The Company will
pay all other charges or expenses in connection with the Exchange Offer. If
holders tender Series A Notes for exchange and the Exchange Offer is not
consummated, certificates representing the Series A Notes will be returned to
the holders at the Company's expense.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) specified in this Letter
of Transmittal.
7. INADEQUATE SPACE. If the space provided herein is inadequate, the
aggregate principal amount of the Series A Notes being tendered and the
certificate numbers (if available) should be listed on a separate schedule
attached hereto and separately signed by all parties required to sign this
Letter of Transmittal.
8. PARTIAL TENDERS. Tenders of Series A Notes will be accepted only in
integral multiples of $1,000. If tenders are to be made with respect to less
than the entire principal amount of any Series A Notes, fill in the principal
amount of Series A Notes which are tendered in column (3) in the box on the
cover entitled "Description of Series A Notes Tendered." In the case of partial
tenders, new certificates representing the Series A Notes in fully registered
form for the remainder of the principal amount of the Series A Notes will be
sent to the person(s) signing this Letter of Transmittal, unless otherwise
indicated in the appropriate place on this Letter of Transmittal, as promptly as
practicable after the expiration or termination of the Exchange Offer.
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9. MUTILATED, LOST, STOLEN OR DESTROYED SERIES A NOTES. Any holder
whose Series A Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions.
10. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance or additional copies of the Prospectus or this Letter of Transmittal
may be obtained from the Exchange Agent at its telephone number set forth on the
first page of this Letter of Transmittal.
11
12
PAYER'S NAME: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
- -------------------------------------------------------------------------------
SUBSTITUTE Part I--PLEASE PROVIDE
YOUR TIN IN THE BOX AT ----------------------------------
Form W-9 RIGHT AND CERTIFY BY Social Security Number
Department of the Treasury SIGNING AND DATING
Internal Revenue Service BELOW.
OR
---------------------------------
Payer's Request for Taxpayer Employer Identification Number
Identification Number (TIN)
- -------------------------------------------------------------------------------
CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because: (a) I am exempt from
backup withholding; or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding.
-----------------------------------------------------
PART II--AWAITING TIN [ ] PART III--EXEMPT [ ]
-----------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of under-reporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that you are no
longer subject to backup withholding, do not cross out item (2). If you are
exempt from backup withholding, check the box in Part III.
Signature Date
--------------------------------------- ---------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
Please fill out your name and address below:
- -------------------------------------------------------------------------------
Name
- -------------------------------------------------------------------------------
Address (Number and street)
- -------------------------------------------------------------------------------
City, State and Zip Code
- -------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
AND THE SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF
YOU CHECKED THE BOX IN PART II OF SUBSTITUTE FORM W-9.
- -------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payer by the time of
payment, 31% of all reportable payments made to me 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 IRS as backup
withholding.
Signature Date
-------------------------------------- ----------------------------
- -------------------------------------------------------------------------------
12
13
CONTINENTAL GLOBAL GROUP, INC.
OFFER TO EXCHANGE
11% SERIES B SENIOR NOTES DUE 2007
FOR ANY AND ALL OUTSTANDING
11% SERIES A SENIOR NOTES DUE 2007
- -------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON __________,
l997, UNLESS EXTENDED. TENDERS OF 11% SERIES A SENIOR NOTES DUE 2007 MAY ONLY
BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE
LETTER OF TRANSMITTAL.
- -------------------------------------------------------------------------------
___________, 1997
To Our Clients:
Enclosed for your consideration is the Prospectus dated __________,
1997 (the "Prospectus") and the related Letter of Transmittal and instructions
thereto (the "Letter of Transmittal") in connection with the offer (the
"Exchange Offer") of Continental Global Group, Inc., a Delaware corporation
("the Company"), to exchange $1,000 principal amount of its 11% Series B Senior
Notes due 2007 (the "Series B Notes") for each $1,000 principal amount of its
outstanding 11% Series A Senior Notes due 2007 (the "Series A Notes").
Consummation of the Exchange Offer is subject to certain conditions
described in the Prospectus. Capitalized terms used herein but not defined shall
have the meanings ascribed to them in the Prospectus.
WE ARE THE REGISTERED HOLDER OF SERIES A NOTES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF ANY SUCH SERIES A NOTES CAN BE MADE ONLY BY US AS THE
REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL
IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER SERIES A NOTES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to
tender any or all such Series A Notes held by us for your account pursuant to
the terms and conditions set forth in the Prospectus and the Letter of
Transmittal. We urge you to read carefully the Prospectus and the Letter of
Transmittal before instructing us to tender your Series A Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Series A 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 __________, 1997 (THE "EXPIRATION DATE"), UNLESS
EXTENDED. Series A Notes tendered pursuant to the Exchange Offer may only be
withdrawn under the circumstances described in the Prospectus and the Letter of
Transmittal.
Your attention is directed to the following:
1. The Exchange Offer is for the entire aggregate principal
amount of outstanding Series A Notes.
2. Consummation of the Exchange Offer is conditioned upon the
conditions set forth in the Prospectus under the caption "The Exchange
Offer--Conditions."
3. Tendering holders may withdraw their tender at any time
until the Expiration Date.
14
4. Any transfer taxes incident to the transfer of Series A
Notes from the tendering holder to the Company will be paid by the
Company, except as provided in the Prospectus and the instructions to
the Letter of Transmittal.
5. The Exchange Offer is not being made to (nor will the
surrender of Series A Notes for exchange be accepted from or on behalf
of) holders of Series A Notes in any jurisdiction in which the making
or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
6. The acceptance for exchange of Series A Notes validly
tendered and not validly withdrawn and the issuance of Series B Notes
will be made as promptly as practicable after the Expiration Date.
Subject to rules promulgated pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Company, however, expressly
reserves the right to delay acceptance of any of the Series A Notes or
to terminate the Exchange Offer and not accept for purchase any Series
A Notes not theretofore accepted if any of the conditions set forth in
the Prospectus under the caption "The Exchange Offer-Conditions" shall
not have been satisfied or waived by the Company.
7. The Company expressly reserves the right, in its sole
discretion, (i) to delay accepting any Series A Notes, (ii) to extend
the Exchange Offer, (iii) to amend the terms of the Exchange Offer or
(iv) to terminate the Exchange Offer. Any delay, extension, amendment
or termination will be followed as promptly as practicable by oral or
written notice to the Exchange Agent and a public announcement thereof.
In the case of an extension, such public announcement shall include
disclosure of the approximate number of Series A Notes deposited to
date and shall be made prior to 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date.
Without limiting the manner in which the Company may choose to make a
public announcement of any extension, amendment or termination of the
Exchange Offer, the Company shall have no obligation to publish,
advertise, or otherwise communicate any such public announcement, other
than by making a timely release to the Dow Jones News Service. Except
as otherwise provided in the Prospectus, withdrawal rights with respect
to Series A Notes tendered pursuant to the Exchange Offer will not be
extended or reinstated as a result of an extension or amendment of the
Exchange Offer.
8. Consummation of the Exchange Offer may have adverse
consequences to non-tendering Series A Note holders, including that the
reduced amount of outstanding Series A Notes as a result of the
Exchange Offer may adversely affect the trading market, liquidity and
market price of the Series A Notes.
If you wish to have us tender any or all of the Series A Notes held by
us for your account, please so instruct us by completing, executing and
returning to us the instruction form that follows.
2
15
CONTINENTAL GLOBAL GROUP, INC.
INSTRUCTIONS REGARDING THE EXCHANGE OFFER
WITH RESPECT TO THE
11% SERIES A SENIOR NOTES DUE 2007
THE UNDERSIGNED ACKNOWLEDGE(S) RECEIPT OF YOUR LETTER AND THE ENCLOSED
DOCUMENTS REFERRED TO THEREIN RELATING TO THE EXCHANGE OFFER OF THE COMPANY.
THIS WILL INSTRUCT YOU WHETHER TO TENDER THE PRINCIPAL AMOUNT OF SERIES
A NOTES INDICATED BELOW HELD BY YOU TO THE ACCOUNT OF THE UNDERSIGNED PURSUANT
TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL.
Box 1 [ ] Please tender the Series A Notes held by you for my account, as
indicated below.
Box 2 | | Please do not tender any Series A Notes held by you for my account.
Date: __________________, 1997 --------------------------------------------------
--------------------------------------------------
Signature(s)
Principal Amount of Series A Notes
to be Tendered: -------------------------------------------------
$__________________________* -------------------------------------------------
(must be in the principal amount Please print name(s) here
of $1,000 or an integral multiple
thereof) -------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Please type or print address
-------------------------------------------------
Area Code and Telephone Number
-------------------------------------------------
Taxpayer Identification or Social Security Number
-------------------------------------------------
My Account Number with You
- ---------------------------
* UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S)
SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL SERIES A
NOTES OF SUCH BENEFICIAL OWNER(S).
3
16
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Corporate Trust Administration
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-0069
CONTINENTAL GLOBAL GROUP, INC.
OFFER TO EXCHANGE
11% SERIES B SENIOR NOTES DUE 2007
FOR ANY AND ALL OUTSTANDING
11% SERIES A SENIOR NOTES DUE 2007
- -------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON __________,
1997, UNLESS EXTENDED. TENDERS OF 11% SERIES A SENIOR NOTES DUE 2007 MAY ONLY
BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE
LETTER OF TRANSMITTAL.
- -------------------------------------------------------------------------------
To Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees:
We have been appointed by Continental Global Group, Inc., a Delaware
corporation (the "Company"), to act as the Exchange Agent in connection with the
offer (the "Exchange Offer") of the Company to exchange $1,000 principal amount
of its 11% Series B Senior Notes due 2007 for each $1,000 principal amount of
its 11% Series A Senior Notes due 2007 (the "Series A Notes"), upon the terms
and subject to the conditions set forth in the Prospectus dated __________, 1997
(the "Prospectus") and in the related Letter of Transmittal and the instructions
thereto (the "Letter of Transmittal").
Enclosed herewith are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use and for the information of your
clients, together with guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form W-9 providing
information relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the
Series A Notes and all other required documents cannot be delivered to the
Exchange Agent on or prior to the Expiration Date (as defined);
4. A form of letter which may be sent to your clients for whose account you hold
the Series A Notes in your name or in the name of a nominee, with space provided
for obtaining such clients' instructions with regard to the Exchange Offer; and
5. A return envelope addressed to the Exchange Agent.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME ON __________, 1997 (THE "EXPIRATION DATE"), UNLESS EXTENDED. WE URGE
YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
The Company will not pay any fees or commission to any broker or dealer
or other person (other than to the Exchange Agent) for soliciting tenders of the
Series A Notes pursuant to the Exchange Offer. You will be reimbursed for
customary mailing and handling expenses incurred by you in forwarding the
enclosed materials to your clients.
17
Additional copies of the enclosed materials may be obtained by
contacting the Exchange Agent as provided in the enclosed Letter of Transmittal.
Very truly yours,
Norwest Bank Minnesota, National Association
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR
AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER NOT
CONTAINED IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
2
18
NOTICE OF GUARANTEED DELIVERY
TO TENDER FOR EXCHANGE
11% SERIES A SENIOR NOTES DUE 2007
OF
CONTINENTAL GLOBAL GROUP, INC.
PURSUANT TO
PROSPECTUS DATED __________, 1997
This Notice of Guaranteed Delivery or a form substantially equivalent
hereto must be used to accept the offer (the "Exchange Offer") of Continental
Global Group, Inc., a Delaware corporation (the "Company"), to exchange $1,000
principal amount of its 11% Series B Senior Notes due 2007 for each $1,000
principal amount of its outstanding 11% Series A Senior Notes due 2007 (the
"Series A Notes") if (a) certificates representing the Series A Notes are not
immediately available or (b) time will not permit the Series A Notes and all
other required documents to reach the Exchange Agent on or prior to the
Expiration Date. This form may be delivered by an Eligible Institution (as
defined) by mail or hand delivery or transmitted, via facsimile, telegram or
telex to the Exchange Agent as set forth below. All capitalized terms used
herein but not defined herein shall have the meanings ascribed to them in the
Prospectus dated __________, 1997 (the "Prospectus").
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL THE SURRENDER OF
SERIES A NOTES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SERIES A NOTES IN
ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD
NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
- -------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON __________,
1997, UNLESS EXTENDED. TENDERS OF 11% SERIES A SENIOR NOTES DUE 2007 MAY ONLY
BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE
LETTER OF TRANSMITTAL.
- -------------------------------------------------------------------------------
The Exchange Agent for the Exchange Offer:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By Registered or Certified Mail: By Overnight Courier:
Norwest Bank Minnesota, National Association Norwest Bank Minnesota, National Association
Corporate Trust Operations Corporate Trust Operations
P. O. Box 1517 Norwest Center
Minneapolis, Minnesota 55480-1517 Sixth and Marquette
Minneapolis, Minnesota 55479-0069
By Hand: By Facsimile:
Norwest Bank Minnesota, National Association Norwest Bank Minnesota, National Association
Corporate Trust Operations Corporate Trust Operations
Northstar East, 12th Floor (612) 667-4927
608 2nd Avenue Confirm by telephone:
Minneapolis, Minnesota 55479-0113 (612) 667-9764
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, TELEGRAM OR TELEX, OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
19
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 Series A Notes set forth below,
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange OfferGuaranteed Delivery Procedures."
Subject to and effective upon acceptance for exchange of the Series A
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 Series A Notes tendered hereby. In the
event of a termination of the Exchange Offer, the Series A Notes tendered
pursuant thereto will be returned to the tendering Series A 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 Series A 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 to desirable to complete the sale,
assignment and transfer of the Series A 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
Signature(s) of Registered Holder(s) Address(es):
or Authorized Signatory: -------------------------------
----------------------------------------------
- -----------------------------------------------
----------------------------------------------
- -----------------------------------------------
----------------------------------------------
Name(s) of Registered Holder(s):
Area Code and Telephone No.:
- -----------------------------------------------
----------------------------------------------
- -----------------------------------------------
Principal Amount of Series A Notes Tendered:
- ----------------------------------------------- If Series A Notes will be delivered by a book-
entry
transfer, provide the following information:
Certificate No(s). of Series A Notes (if available):
- ------------------------------------------------- Transaction Code No.:
---------------------------
- ------------------------------------------------- Depository Account No.:
------------------------
- -------------------------------------------------------------------------------
2
20
- -------------------------------------------------------------------------------
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Series A Notes exactly as their name(s) appear(s) on the Series A
Notes or by person(s) authorized to become registered holder(s) by endorsements
and documents transmitted with this Notice of Guaranteed Delivery. If signature
is by a trustee, guardian, attorney-in-fact, officer of a corporation, executor,
administrator, agent or other representative, such person must provide the
following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
------------------------------------------------------------------
------------------------------------------------------------------
Capacity:
------------------------------------------------------------------
------------------------------------------------------------------
Address(es):
------------------------------------------------------------------
------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States (each, an "Eligible Institution") hereby guarantees that, within three
business days from the date of this Notice of Guaranteed Delivery, a properly
completed and validly executed Letter of Transmittal (or a facsimile thereof),
together with Series A Notes tendered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Series A Notes into the Exchange
Agent's account at a Book-Entry Transfer Facility) and all other required
documents will be deposited by the undersigned with the Exchange Agent at one of
its addresses set forth above.
Name of Firm:
------------------------------------- ------------------------
Authorized Signature
Address: Name:
-------------------------------------- --------------------------
Title:
- ---------------------------------------------- --------------------------
Area Code and Telephone No.: Date:
------------------- --------------------------
DO NOT SEND SERIES A NOTES WITH THIS FORM. ACTUAL SURRENDER OF SERIES A
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY
COMPLETED AND VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
- -------------------------------------------------------------------------------
3