Exhibit 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
9-3/4% SENIOR NOTES DUE 2013
OF
EAGLEPICHER INCORPORATED
PURSUANT TO THE PROSPECTUS DATED __________, 2003
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
TIME, ON __________, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE").
The Exchange Agent for the Exchange Offer is:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By Mail: By Facsimile Transmission: By Hand/Overnight Delivery:
Wells Fargo Bank, (for eligible institutions only) Wells Fargo Bank,
National Association (213) 614-3355 National Association
707 Wilshire Blvd., 17th Floor 707 Wilshire Blvd., 17th Floor
Los Angeles, California 90017 Confirm by Telephone: Los Angeles, California 90017
Attention: Jeanie Mar (213) 614-3349 Attention: Jeanie Mar
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
The undersigned hereby acknowledges receipt of the prospectus, dated
__________, 2003, of EaglePicher Incorporated, an Ohio corporation
("EaglePicher"), which, together with this letter of transmittal, constitute
EaglePicher's offer to exchange $1,000 principal amount of its 9-3/4% Senior
Notes due 2013, which have been registered under the Securities Act of 1933, as
amended, for each $1,000 principal amount of its outstanding 9-3/4% Senior Notes
due 2013, of which $250,000,000 aggregate principal amount is outstanding.
IF YOU DESIRE TO EXCHANGE YOUR 9-3/4% SENIOR NOTES DUE 2013 FOR AN
EQUAL AGGREGATE PRINCIPAL AMOUNT OF 9-3/4% SENIOR NOTES DUE 2013, YOU MUST
VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR NOTES TO THE EXCHANGE AGENT PRIOR
TO THE EXPIRATION DATE.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE
READ THE INSTRUCTIONS SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER OF
TRANSMITTAL.
This letter of transmittal is to be completed by holders of
EaglePicher's outstanding notes either if certificates representing such notes
are to be forwarded herewith or, unless an agent's message is utilized, tenders
of such notes are to be made by book-entry transfer to an account maintained by
the exchange agent at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in the prospectus under the heading "The Exchange Offer --
Book-Entry Transfer.
The undersigned has completed, executed and delivered this letter of
transmittal to indicate the action the undersigned desires to take with respect
to the exchange offer.
Holders that are tendering by book-entry transfer to the exchange
agent's account at DTC can execute the tender through the DTC Automated Tender
Offer Program, for which the exchange offer is eligible. DTC participants that
are tendering pursuant to the exchange offer must transmit their acceptance
through the Automated Tender Offer Program to DTC, which will edit and verify
the acceptance and send an agent's message to the exchange agent for its
acceptance.
In order to properly complete this letter of transmittal, a holder of
outstanding notes must:
- complete the box entitled "Description of Notes,"
- if appropriate, check and complete the boxes relating to
guaranteed delivery, Special Issuance Instructions and Special
Delivery Instructions,
- sign the letter of transmittal, and
- complete Substitute Form W-9.
If a holder desires to tender notes pursuant to the exchange offer and
(1) certificates representing such notes are not immediately available, (2) time
will not permit this letter of transmittal, certificates representing such notes
or other required documents to reach the exchange agent on or prior to the
expiration date, or (3) the procedures for book-entry transfer (including
delivery of an agent's message) cannot be completed on or prior to the
expiration date, such holder may nevertheless tender such notes with the effect
that such tender will be deemed to have been received on or prior to the
expiration date if the guaranteed delivery procedures described in the
prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures" are
followed. See Instruction 1 below.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE
INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF
TRANSMITTAL OR CHECKING ANY BOX BELOW. The instructions included with this
letter of transmittal must be followed. Questions and requests for assistance or
for additional copies of the prospectus and this letter of transmittal, the
Notice of Guaranteed Delivery and related documents may be directed to Wells
Fargo Bank, National Association, at the address and telephone number set forth
on the cover page of this letter of transmittal. See instruction 11 below.
2
List below the outstanding notes to which this letter of transmittal
relates. If the space provided is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this letter of transmittal. Tenders of outstanding notes will be accepted only
in principal amounts equal to $1,000 or integral multiples of $1,000.
DESCRIPTION OF NOTES
AGGREGATE
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
(PLEASE FILL IN) NUMBER(S)* REPRESENTED ** TENDERED**
TOTAL PRINCIPAL
AMOUNT OF NOTES
* Need not be completed by holders delivering by book-entry transfer (see
below).
** Unless otherwise indicated in the column "Principal Amount Tendered" and
subject to the terms and conditions of the exchange offer, the holder will
be deemed to have tendered the entire aggregate principal amount
represented by each note listed above and delivered to the exchange agent.
See Instruction 4.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES BELOW
/ / CHECK HERE IF CERTIFICATES FOR TENDERED OUTSTANDING NOTES ARE ENCLOSED
HEREWITH.
/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number with DTC:
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Transaction Code Number:
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/ / CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED 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):
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Window Ticket Number(s) (if any):
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Date of Execution of the Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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If delivered by Book-Entry Transfer, complete the following:
Name of Tendering Institution:
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Account Number at DTC:
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Transaction Code Number:
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/ / CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED YOUR TENDERED NOTES
FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER
TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
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Address:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
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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 EaglePicher the principal amount of outstanding
notes described above. Subject to, and effective upon, the acceptance for
exchange of the outstanding notes tendered herewith, the undersigned hereby
sells, assigns and transfers to, or upon the order of, EaglePicher all right,
title and interest in and to such outstanding notes.
The undersigned hereby irrevocably constitutes and appoints the
exchange agent as the true and lawful agent and attorney-in-fact of the
undersigned (with full knowledge that the exchange agent also acts as the agent
of EaglePicher and as trustee under the indenture relating to the outstanding
notes) with respect to such tendered notes, with full power of substitution and
resubstitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the prospectus, to (1) deliver certificates representing such tendered notes, or
transfer ownership of such notes, on the account books maintained by DTC, and to
deliver all accompanying evidence of transfer and authenticity to, or upon the
order of, EaglePicher upon receipt by the exchange agent, as the undersigned's
agent, of the exchange notes to which the undersigned is entitled upon the
acceptance by EaglePicher of such outstanding notes for exchange pursuant to the
exchange offer, (2) receive all benefits and otherwise to exercise all rights of
beneficial ownership of such outstanding notes, all in accordance with the terms
and conditions of the exchange offer, and (3) present such outstanding notes for
transfer, and transfer such outstanding notes, on the relevant security
register.
The undersigned hereby represents and warrants that the undersigned (1)
owns the notes tendered and is entitled to tender such notes and (2) has full
power and authority to tender, sell, exchange, assign and transfer the
outstanding notes and to acquire exchange notes issuable upon the exchange of
such tendered notes, and that, when the same are accepted for exchange,
EaglePicher will acquire good, marketable and unencumbered title to the tendered
notes, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim or right or restriction or proxy of any kind.
The undersigned also warrants that it will, upon request, execute and deliver
any additional documents deemed by the exchange agent or EaglePicher to be
necessary or desirable to complete the sale, exchange, assignment and transfer
of tendered notes or to transfer ownership of such notes on the account books
maintained by DTC. The undersigned has read and agrees to all of the terms of
the exchange offer.
The undersigned understands that tenders of the outstanding notes
pursuant to any one of the procedures described in the prospectus under the
caption "The Exchange Offer -- Procedures for Tendering Outstanding Notes" and
in the instructions to this letter of transmittal will, upon EaglePicher's
acceptance of the notes for exchange, constitute a binding agreement between the
undersigned and EaglePicher in accordance with the terms and subject to the
conditions of the exchange offer.
The exchange offer is subject to the 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 EaglePicher) as more particularly set
forth in the prospectus, EaglePicher may not be required to exchange any of the
outstanding notes tendered by this letter of transmittal 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.
Unless a box under the heading "Special Issuance Instructions" is
checked, by tendering outstanding notes and executing this letter of
transmittal, the undersigned hereby represents and warrants that:
(i) the undersigned or any beneficial owner of the Outstanding
notes is acquiring the offered notes in the ordinary course of business
of the undersigned (or such other beneficial owner);
(ii) neither the undersigned nor any beneficial owner is
engaging in or intends to engage in a distribution of the offered notes
within the meaning of the federal securities laws,
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(iii) neither the undersigned nor any beneficial owner has an
arrangement or understanding with any person or entity to participate
in a distribution of the offered notes;
(iv) neither the undersigned nor any beneficial owner is an
"affiliate," as such term is defined under Rule 405 promulgated under
the Securities Act of 1933, of EaglePicher. Upon request by
EaglePicher, the undersigned or such beneficial owner will deliver to
EaglePicher a legal opinion confirming it is not such an affiliate;
(v) if the undersigned or any beneficial owner is a resident
of the State of California, it falls under the self-executing
institutional investor exemption set forth under Section 25102(i) of
the Corporate Securities Law of 1968 and Rules 260.102.10 and
260.105.14 of the California Blue Sky Regulations;
(vi) if the undersigned or any beneficial owner is a resident
of the Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Sections 203(c),
102(d) and (k) of the Pennsylvania Securities Act of 1972, Section
102.111 of the Pennsylvania Blue Sky Regulations and an interpretive
opinion dated November 16, 1985;
(vii) the undersigned and each beneficial owner acknowledges
and agrees that any person who is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended, or is participating in the
exchange offer for the purpose of disturbing the exchange notes, must
comply with the registration and delivery requirements of the
Securities Act in connection with a secondary resale transaction of the
exchange notes or interests therein acquired by such person and cannot
rely on the position of the staff of the Securities and Exchange
Commission (the "SEC") set forth in certain no-action letters;
(viii) the undersigned and each beneficial owner understands
that a secondary resale transaction described in clause (vii) above and
any resales of exchange notes or interests therein obtained by such
holder in exchange for outstanding notes or interests therein
originally acquired by such holder directly from EaglePicher should be
covered by an effective registration statement containing the selling
security holder information required by Item 507 or Item 508, as
applicable, of Regulation S-K or the SEC; and
(ix) the undersigned is not acting on behalf of any person or
entity who could not truthfully make the foregoing representations.
The undersigned may, IF AND ONLY IF UNABLE TO MAKE ALL OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN (i)-(ix) ABOVE, elect to have its
outstanding notes registered in the shelf registration described in the
Registration Rights Agreement, dated as of August 7, 2003, in the form filed as
an exhibit to the registration statement of which the prospectus is a part. Such
election may be made by checking a box under "Special Issuance Instructions"
below. By making such election, the undersigned agrees, jointly and severally,
as a holder of transfer restricted securities participating in a shelf
registration, to indemnify and hold harmless EaglePicher, the guarantors, their
respective agents, employees, directors and officers and each Person who
controls EaglePicher or any of the guarantors, within the meaning of Section 15
of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended, against any and all losses, claims, judgments, damages and
liabilities whatsoever (including, without limitation, the reasonable legal and
other expenses incurred in connection with any matter, including any action that
could give rise to such losses, claims, judgments, damages or liabilities)
arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the shelf registration statement
filed with respect to such outstanding notes or the prospectus or in any
amendment thereof or supplement thereto or (ii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that any such loss, claim, damage or liability arises out of or
is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made therein based on information relating to the undersigned
furnished to EaglePicher in writing by or on behalf of the undersigned expressly
for use therein. Any such indemnification shall be governed by the terms and
subject to the conditions set forth in the Registration Rights Agreement,
including, without limitation, the provisions regarding notice, retention of
counsel, contribution and payment of expenses set forth therein. The above
summary of the indemnification provision of the Registration Rights Agreement is
not intended to be exhaustive and is qualified in its entirety by reference to
the Registration Rights Agreement.
6
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 prospectus meeting the requirements of the Securities Act
in connection with any resale of such offered notes, however, by so
acknowledging and delivering a prospectus, the undersigned will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. If
the undersigned is a broker-dealer and outstanding notes held for its own
account were not acquired as a result of market-making or other trading
activities, such outstanding notes cannot be exchange pursuant to the exchange
offer.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death, bankruptcy or incapacity of the
undersigned and every obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, executors, administrators, successors,
assigns, trustees in bankruptcy and other legal representatives of the
undersigned.
Tendered outstanding notes may be withdrawn at any time prior to 5:00
p.m., New York City time on __________, 2003, or on such later date or time to
which EaglePicher may extend the exchange offer.
Unless otherwise indicated herein under the box entitled "Special
Issuance Instructions" below, exchange notes, and outstanding notes not 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, exchange notes, and outstanding notes not tendered or
accepted for exchange, will be delivered to the undersigned at the address shown
below the signature of the undersigned. In the case of a book-entry delivery of
notes, the exchange agent will credit the account maintained by DTC with any
notes not tendered. The undersigned recognizes that EaglePicher has no
obligation pursuant to the "Special Issuance Instructions" to transfer any
outstanding notes from the name of the registered holder thereof if EaglePicher
does not accept for exchange any of the principal amount of such outstanding
notes so tendered.
The exchange notes will bear interest from the most recent interest
payment date to which interest has been paid on the notes, or if no interest has
been paid, from August 7, 2003. Interest on the outstanding notes accepted for
exchange will cease to accrue upon the issuance of the exchange notes.
7
PLEASE SIGN HERE
(To Be Completed By All Tendering Holders
of Outstanding Notes)
This letter of transmittal must be signed by the registered holder(s)
of outstanding notes exactly as their name(s) appear(s) on certificate(s) for
outstanding notes or on a security position listing, or by person(s) authorized
to become registered holder(s) by endorsements and documents transmitted with
this letter of transmittal, including such opinions of counsel, certifications
and other information as may be required by EaglePicher or the trustee for the
outstanding notes to comply with the restrictions on transfer applicable to the
outstanding notes. If the signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under "Capacity" and submit evidence satisfactory to the exchange agent of such
person's authority to so act. See Instruction 5 below. If the signature
appearing below is not of the registered holder(s) of the outstanding notes,
then the registered holder(s) must sign a valid power of attorney.
X
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X
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SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY
Dated: , 2003
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Name(s):
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Capacity:
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Address:
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(ZIP CODE)
Area Code and Telephone No.:
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 2 AND 5 BELOW
Certain Signatures Must be Guaranteed by a Signature Guarantor
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(NAME OF SIGNATURE GUARANTOR GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF FIRM)
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(AUTHORIZED SIGNATURE)
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(PRINTED NAME)
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(TITLE)
Dated: , 2003
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8
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH 7)
To be completed ONLY if (i) certificates for outstanding notes in a
principal amount not tendered are to be issued in the name of, or exchange notes
issued pursuant to the exchange offer are to be issued in the name of, someone
other than the person or persons whose name(s) appear(s) within this letter of
transmittal or issued to an address different from that shown in the box
entitled "Description of Notes" within this letter of transmittal, (ii)
outstanding notes not tendered, but represented by certificates tendered by this
letter of transmittal, are to be returned by credit to an account maintained at
DTC other than the account indicated above or (iii) exchange notes issued
pursuant to the exchange offer are to be issued by book-entry transfer to an
account maintained at DTC other than the account indicated above.
Issue:
/ / Exchange Notes, to:
/ / Outstanding Notes, to:
Name(s)
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Address
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Telephone Number:
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
DTC Account Number:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH &
To be completed ONLY if certificates for outstanding notes in a principal
amount not tendered, or exchange notes, are to be sent to someone other than the
person or persons whose name(s) appear(s) within this letter of transmittal to
an address different from that shown in the box entitled "Description of Notes"
within this letter of transmittal.
Deliver:
/ / Exchange Notes, to:
/ / Outstanding Notes, to:
Name(s)
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Address
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Telephone Number:
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
Is this a permanent address change? (check one box)
/ / Yes / / No
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
(FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER)
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES. This letter of
transmittal is to be completed by holders of outstanding notes if certificates
representing such notes are to be forwarded herewith, or, unless an agent's
message is utilized, if tender is to be made by book-entry transfer to the
account maintained by DTC, pursuant to the procedures set forth in the
prospectus under "The Exchange Offer -- Procedures for Tendering Outstanding
Notes." For a holder to properly tender notes pursuant to the exchange offer, a
properly completed and duly executed letter of transmittal (or a manually signed
facsimile thereof), together with any signature guarantees and any other
documents required by these Instructions, or a properly transmitted agent's
message in the case of a book entry transfer, must be received by the exchange
agent at its address set forth herein on or prior to the expiration date, and
either (1) certificates representing such notes must be received by the exchange
agent at its address, or (2) such notes must be transferred pursuant to the
procedures for book-entry transfer described in the prospectus under "The
Exchange Offer -- Book-Entry Transfer" and a book-entry confirmation must be
received by the exchange agent on or prior to the expiration date. A holder who
desires to tender notes and who cannot comply with procedures set forth herein
for tender on a timely basis or whose notes are not immediately available must
comply with the guaranteed delivery procedures discussed below.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING
NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION
AND SOLE RISK OF THE HOLDER AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS
SHOULD USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD
ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE
EXPIRATION OF THE EXCHANGE OFFER AND PROPER INSURANCE SHOULD BE OBTAINED.
HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND
ANY NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENT TO EAGLEPICHER.
If a holder desires to tender notes pursuant to the exchange offer and
(1) certificates representing such notes are not immediately available, (2) time
will not permit such holder's letter of transmittal, certificates representing
such notes or other required documents to reach the exchange agent on or prior
to the expiration date, or (3) the procedures for book-entry transfer (including
delivery of an agent's message) cannot be completed on or prior to the
expiration date, such holder may nevertheless tender such notes with the effect
that such tender will be deemed to have been received on or prior to the
expiration date if the guaranteed delivery procedures set forth in the
prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures" are
followed. Pursuant to such procedures, (1) the tender must be made by or through
an eligible guarantor institution (as defined below), (2) a properly completed
and duly executed notice of guaranteed delivery, substantially in the form
provided by EaglePicher herewith, or an agent's message with respect to a
guaranteed delivery that is accepted by EaglePicher, must be received by the
exchange agent on or prior to the expiration date, and (3) the certificates for
the tendered notes, in proper form for transfer (or a book-entry confirmation of
the transfer of such notes into the exchange agent's account at DTC as described
in the prospectus) together with a letter of transmittal (or manually signed
facsimile thereof) property completed and duly executed, with any required
signature guarantees and any other documents required by the letter of
transmittal, or a properly transmitted agent's message, must be received by the
exchange agent within three New York Stock Exchange, Inc. trading days after the
execution of the notice of guaranteed delivery.
The notice of guaranteed delivery may be delivered by hand or
transmitted by facsimile or mail to the exchange agent and must include a
guarantee by an eligible guarantor institution in the form set forth in the
notice of guaranteed delivery. For outstanding notes to be properly tendered
pursuant to the guaranteed delivery procedure, the exchange agent must receive a
notice of guaranteed delivery prior to the expiration date. As used herein and
in the prospectus, "eligible guarantor institution" means a firm or other entity
identified in Rule l7Ad-15 under the Exchange Act as "an eligible guarantor
institution," including (as such terms are defined therein): (i) a bank, (ii) a
broker, dealer, municipal securities broker or dealer or government securities
broker or dealer, (iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency or (v) a savings
association that is a participant in a Securities Transfer Association.
10
2. GUARANTEE OF SIGNATURES. Signatures on this letter of transmittal
must be guaranteed by a member of or participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature
Program or the Stock Exchange Medallion Program or by an eligible guarantor
institution unless the notes tendered hereby are tendered (1) by a registered
holder of notes (or by a participant in DTC whose name appears on a security
position listing as the owner of such notes) who has signed this letter of
transmittal and who has not completed any of the boxes entitled "Special
issuance Instructions" or "Special Delivery instructions," on the letter of
transmittal, or (2) for the account of an eligible guarantor institution. If the
notes are registered in the name of a person other than the signer of the letter
of transmittal or if notes not tendered are to be returned to, or are to be
issued to the order of, a person other than the registered holder or if notes
not tendered are to be sent to someone other than the registered holder, then
the signature on this letter of transmittal accompanying the tendered notes must
be guaranteed as described above. Beneficial owners whose notes are registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender notes. See "The Exchange Offer -- Procedures
for Tendering Outstanding Notes," in the prospectus.
3. WITHDRAWAL OF TENDERS. Except as otherwise provided in the
prospectus, tenders of notes may be withdrawn at any time on or prior to the
expiration date. For a withdrawal of tendered notes to be effective, a written,
telegraphic or facsimile transmission notice of withdrawal must be received by
the exchange agent on or prior to the expiration date at its address set forth
on the cover of this letter of transmittal. Any such notice of withdrawal must
(1) specify the name of the person who tendered the notes to be withdrawn, (2)
identify the notes to be withdrawn, including the certificate number or numbers
shown on the particular certificates evidencing such notes (unless such notes
were tendered by book-entry transfer), the aggregate principal amount
represented by such notes and the name of the registered holder of such notes,
if different from that of the person who tendered such notes, (3) be signed by
the holder of such notes in the same manner as the original signature on the
letter of transmittal by which such notes were tendered (including any required
signature guarantees), or be accompanied by (i) documents of transfer sufficient
to have the trustee register the transfer of the notes into the name of the
person withdrawing such notes, and (ii) a properly completed irrevocable proxy
authorizing such person to effect such withdrawal on behalf of such holder
(unless the notes were tendered by book entry transfer), and (4) specify the
name in which any such notes are to be registered, if different from that of the
registered holder. If the notes were tendered pursuant to the procedures for
book-entry transfer sent forth in "The Exchange Offer -- Procedures for
Tendering Outstanding Notes," the notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawal of outstanding
notes and must otherwise comply with the procedures of DTC. If the notes to be
withdrawn have been delivered or otherwise identified to the exchange agent, a
signed notice of withdrawal is effective immediately upon written or facsimile
notice of such withdrawal even if physical release is not yet effected.
Any permitted withdrawal of notes may not be rescinded. Any notes
properly withdrawn will thereafter be deemed not validly tendered for purposes
of the exchange offer. However, properly withdrawn notes may be retendered by
following one of the procedures described in the prospectus under the caption
"The Exchange Offer -- Procedures for Tendering Outstanding Notes" at any time
prior to the expiration date.
All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by EaglePicher, in its
sole discretion, which determination shall be final and binding on all parties.
Neither EaglePicher, any affiliates of EaglePicher, the exchange agent or any
other person shall be under any duty to give any notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.
4. PARTIAL TENDERS. Tenders of notes pursuant to the exchange offer
will be accepted only in principal amounts equal to $1,000 or integral multiples
of $1,000. If less than the entire principal amount of any notes evidenced by a
submitted certificate is tendered, the tendering holder must fill in the
principal amount tendered in the last column of the box entitled "Description of
Notes" herein. The entire principal amount represented by the certificates for
all notes delivered to the exchange agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all notes held by
the holder is not tendered, new certificates for the principal amount of notes
not tendered and exchange notes issued in exchange for any notes tendered and
accepted will be sent (or, if tendered by book-entry transfer, returned by
credit to the account at DTC designated herein) to the holder unless otherwise
provided in the appropriate box on this letter of transmittal (see Instruction
6), as soon as practicable following the expiration date.
11
5. SIGNATURE 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 outstanding notes tendered hereby, the
signature must correspond exactly with the name(s) as written on the face of
certificates without alteration, enlargement or change whatsoever. If this
letter of transmittal is signed by a participant in DTC whose name is shown as
the owner of the notes tendered hereby, the signature must correspond with the
name shown on the security position listing the owner of the notes.
If any of the notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this letter of transmittal.
If any tendered notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many copies
of this letter of transmittal and any necessary accompanying documents as there
are different names in which certificates are held.
If this letter of transmittal is signed by the holder, and the
certificates for any principal amount of notes not tendered are to be issued (or
if any principal amount of notes that is not tendered is to be reissued or
returned) to or, if tendered by book-entry transfer, credited to the account of
DTC of the registered holder, and exchange notes exchanged for outstanding notes
in connection with the exchange offer are to be issued to the order of the
registered holder, then the registered holder need not endorse any certificates
for tendered notes nor provide a separate bond power. In any other case
(including if this letter of transmittal is not signed by the registered
holder), the registered holder must either properly endorse the certificates for
notes tendered or transmit a separate properly completed bond power with this
letter of transmittal (in either case, executed exactly as the name(s) of the
registered holder(s) appear(s) on such notes, and, with respect to a participant
in DTC whose name appears on a security position listing as the owner of notes,
exactly as the name(s) of the participant(s) appear(s) on such security position
listing), with the signature on the endorsement or bond power guaranteed by a
signature guarantor or an eligible guarantor institution, unless such
certificates or bond powers are executed by an eligible guarantor institution,
and must also be accompanied by such opinions of counsel, certifications and
other information as EaglePicher or the trustee for the original "notes may
require in accordance with the restrictions on transfer applicable to the
outstanding notes. See Instruction 2.,
Endorsements on certificates for notes and signatures on bond powers
provided in accordance with this Instruction 5 by registered holders not
executing this letter of transmittal must be guaranteed by an eligible
institution. See Instruction 2.
If this letter of transmittal or any certificates representing notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the exchange agent, in its sole discretion, of
their authority so to act must be submitted with this letter of transmittal.
6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering
holders should indicate in the applicable box or boxes the name and address to
which notes for principal amounts not tendered or exchange notes exchanged for
outstanding notes in connection with the exchange offer are to be issued or
sent, if different from the name and address of the holder signing this letter
of transmittal. In the case of issuance in a different name, the
taxpayer-identification number of the person named must also be indicated.
Holders tendering by book-entry transfer may request that outstanding notes not
exchanged be credited to such accounted maintained at DTC as such holder may
designate. If no instructions are given, notes not tendered will be returned to
the registered holder of the notes tendered. For holders of notes tendered by
book-entry transfer, notes not tendered will be returned by crediting the
account at DTC designated above.
7. TAXPAYER IDENTIFICATION NUMBER AND SUBSTITUTE FORM W-9. Federal
income tax law generally requires that each tendering holder is required to
provide the exchange agent with its correct taxpayer identification number,
which, in the case of a holder who is an individual, is his or her social
security number. If the exchange agent is not provided with the correct taxpayer
identification number or an adequate basis for an exemption, the holder may be
subject to backup withholding in an amount equal to 30% of the reportable
payments made with respect to the notes and a $50 penalty imposed by the
Internal Revenue Service. If withholding results in an over-payment of taxes, a
refund may be obtained. Certain holders (including, among others, all
corporations and
12
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
To prevent backup withholding, each holder tendering outstanding notes
must provide such holder's correct taxpayer identification number by completing
the Substitute Form W-9 set forth herein, certifying that the taxpayer
identification number provided is correct (or that such holder is awaiting a
taxpayer identification number), that (i) such holder is exempt from backup
withholding, (ii) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of 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 that such holder is a U.S. person (including a U.S. resident alien).
If the holder tendering outstanding notes does not have a taxpayer
identification number, such holder should consult the "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
instructions on applying for a taxpayer identification number, write "Applied
For" in the space for the taxpayer identification number in Part 1 of the
Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certification of Awaiting Taxpayer Identification Number set forth herein. If
the holder tendering outstanding notes does not provide such holder's taxpayer
identification number to the exchange agent within 60 days, backup withholding
will begin and continue until such holder furnishes such holder's taxpayer
identification number to the exchange agent. Note: Writing "Applied For" on the
form means that the holder tendering outstanding notes has already applied for a
taxpayer identification number or that such holder intends to apply for one in
the near future.
If the outstanding notes are registered in more than one name or are
not in the name of the actual owner, consult the "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for information on
which tax payer identification number to report.
Exempt holders tendering outstanding notes (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. To prevent possible erroneous
backup withholding, an exempt holder tendering outstanding notes must enter its
correct taxpayer identification number in Part I of the Substitute Form W-9,
write "Exempt" in Part 2 of such form and sign and date the form. See the
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, such person must submit a completed Form
W-8, "Certificate of Foreign Status," signed under penalty of perjury attesting
to such exempt status. Such form may be obtained from the exchange agent.
EaglePicher reserves the right in its sole discretion to take whatever
steps are necessary to comply with its obligation regarding backup withholding.
8. TRANSFER TAXES. EaglePicher will pay all transfer taxes, if any,
required to be paid by EaglePicher in connection with the exchange of the
outstanding notes for the exchange notes. If, however, exchange notes, or
outstanding notes for principal amounts not tendered or accepted for exchange,
are to be delivered to, or are to be issued in the name of, any person other
than the registered holder of the outstanding notes tendered, or if a transfer
tax is imposed for any reason other than the exchange of the outstanding notes
in connection with the exchange offer, then the amount of any transfer tax
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of the transfer
taxes or exemption therefrom is not submitted with the letter of transmittal,
the amount of such transfer taxes will be billed directly to the tendering
holder.
9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. If any
certificate representing outstanding notes has been mutilated, lost, stolen or
destroyed, the holder should promptly contact the exchange agent at the address
indicated above. The holder will then be instructed as to the steps that must be
taken in order to replace the certificate. This letter of transmittal and
related documents cannot be processed until the procedures for replacing
mutilated, lost, stolen or destroyed certificates have been followed.
10. IRREGULARITIES. All questions as to the validity, form,
eligibility, time of receipt, acceptance and withdrawal of any tenders of notes
pursuant to the procedures described in the prospectus and the form and validity
of all documents will be determined by EaglePicher, in its sole discretion,
which determination shall be final
13
and binding on all parties. EaglePicher reserves the absolute right, in its sole
and absolute discretion, to reject any or all tenders of any notes determined by
it not to be in proper form or the acceptance of which may, in the opinion of
EaglePicher's counsel, be unlawful. EaglePicher also reserves the absolute
right, in its sole discretion subject to applicable law, to waive or amend any
of the conditions of the exchange offer or to waive any defect or irregularity
in the tender of any particular notes, whether or not similar defects or
irregularities are waived in the case of other tenders. EaglePicher's
interpretations of the terms and conditions of the exchange offer (including,
without limitation, the instructions in this letter of transmittal) shall be
final and binding. No alternative, conditional or contingent tenders will be
accepted. Unless waived, any irregularities in connection with tenders must be
cured within such time as EaglePicher shall determine. Each tendering holder, by
execution of a letter of transmittal (or a manually signed facsimile thereof),
waives any right to receive any notice of the acceptance of such tender. Tenders
of such notes shall not be deemed to have been made until such irregularities
have been cured or waived. Any notes received by the exchange agent that are not
properly tendered and as to which the irregularities have not been cured or
waived will be returned by the exchange agent to the tendering holders, unless
such holders have otherwise provided herein, promptly following the expiration
date. None of EaglePicher, any of its affiliates, the exchange agent or any
other person will be under any duty to give notification of any defects or
irregularities in such tenders or will incur any liability to holders for
failure to give such notification.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for assistance or additional
copies of the prospectus, this letter of transmittal and the notice of
guaranteed delivery may be directed to the exchange agent at the address and
telephone number set forth above. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
exchange offer.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK ENTRY-CONFIRMATION AND ALL
OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE
EXPIRATION DATE.
14
PAYOR'S NAME: WELLS FARGO BANK, NATIONAL ASSOCIATION
SUBSTITUTE
FORM W-9
DEPARTMENT OF
THE TREASURY
INTERNAL
REVENUE SERVICE
PAYOR'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER ("TIN")
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW.
TIN:
---------------------------------------
(Social Security Number(s) or
Employer Identification Number(s))
PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" HERE
(SEE INSTRUCTIONS) __________
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
withhold 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).
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
SIGNATURE: DATE: , 2003
---------------------------------------- ---------------
You must cross out item (2) of Part 3 above if you have been notified
by the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART 1 OF THE SUBSTITUTE FORM W-9.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS
NOT BEEN ISSUED TO ME, AND EITHER (1) 1 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 (2) 1 INTEND TO MAIL
OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT
PROVIDE A TAXPAYER IDENTIFICATION NUMBER WITHIN SIXTY DAYS, THE PAYOR IS
REQUIRED TO WITHHOLD 30% OF ALL REPORTABLE PAYMENTS MADE TO ME THEREAFTER UNTIL
I PROVIDE A NUMBER.
Signature: Date:
------------------------------------------------- -----------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN BACKUP
WITHHOLDING OF 30 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
15
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER --
Social Security Numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer Identification Numbers have rune digits separated by only
one hyphen: i.e.. 00-0000000. The table below will help determine the type of
number to give the payer.
GIVE THE EMPLOYER
GIVE THE SOCIAL FOR THIS TYPE OF IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: SECURITY NUMBER OF -- ACCOUNT: NUMBER OF --
1. An individual's account The individual 8. Sole The owner(4)
proprietorship
account
2. Two or more individuals The actual owner of the 9. A valid trust, The legal entity (Do not
(joint account) account or, if combined estate or pension furnish the identifying
funds, any one of the trust number of the personal
individuals(1) representative or trustee
unless the legal entity
itself is not designated in
the account title)(5)
3. Husband and wife (joint The actual owner of the 10. Corporate account The corporation
account) account or, if joint
funds, either person(1)
4. Custodian account of a The minor(2) 11. Religious, The organization
minor (Uniform Gift to charitable, or
Minors Act) educational
organization
account
5. Adult and minor (joint The adult or, if the minor 12. Partnership The partnership
account) is the only contributor, account held in
the minor(1) the name of the
business
6. Account in the name of The ward, minor, or 13. Association, club, The organization
guardian or committee incompetent person(3) or other
for a designated ward, tax-exempt
minor, or incompetent organization
person
7. a. The usual revocable The grantor-trustee(1) 14. A broker or The broker or nominee
savings trust account registered nominee
(grantor is also trustee)
b. So-called trust The actual owner(1) 15. Account with the The public entity
account that is not a Department of
legal or valid trust Agriculture in the
under State law name of a public
entity (such as a
State or local
government, school
district, or
prison) that
receives
agricultural
program payments
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) You must show your individual name, but you may also enter your business
or "doing business" name. You may use either your Social Security Number
or Employer Identification Number.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or if you do not know
your number, obtain Form SS-5, Application for Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number, at
the local office of the Social Security Administration or the Internal Revenue
Service (the "IRS") and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments by
brokers include the following:
- A corporation.
- A financial institution.
- An organization exempt from a tax under Section 501(a), or an
individual retirement plan or a custodial account under Section
403(b)(7) if the account satisfies the requirements of Section
401(F)(2).
- The United States or any agency or instrumentality thereof.
- A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
- An international organization or any agency or instrumentality
thereof.
- A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
- A real estate investment trust.
- A common rust fund operated by a bank under Section 584(a).
- An entity registered at all times under the Investment Company Act
of 1940.
- A foreign central bank of issue.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
- A person registered under the investment Advisory Act of 1940 who
regularly acts as a broker.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under Section
1441.
- Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not
paid in money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include
the following:
- Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and
you have not provided your correct taxpayer identification number to
the payer.
- Payments of tax-exempt interest (including exempt-interest dividends
under Section 852).
- Payments described in Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign corporations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, CHECK "EXEMPT" IN PART II OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Section 6041, 6041(A)(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold up
to 30% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a taxpayer identification number to a payer. Certain penalties
may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If
you fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you
fail to include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If
you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-- Falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.