Exhibit 99.1
LETTER OF TRANSMITTAL
Koppers Inc.
OFFER TO EXCHANGE ITS ISSUED AND OUTSTANDING 9 7/8% SENIOR SECURED NOTES
DUE 2013 FOR ITS 9 7/8% SENIOR SECURED NOTES DUE 2013 WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS, DATED January [ ], 2004
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[___________], 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
JP Morgan Chase Bank, as Exchange Agent
By Registered or Certified Mail: By Hand after By Hand before 4:30 p.m.:
4:30 p.m. or by Overnight Courier:
JP Morgan Chase Bank JP Morgan Chase Bank JP Morgan Chase Bank
By Facsimile:
[ ]
Confirm by Telephone:
[ ]
Delivery of this instrument to an address other than as set forth
above, or transmission of instructions other than as set forth above, will
not constitute a valid delivery.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The undersigned
acknowledges that he or she has received and reviewed the Prospectus, dated
January [ ], 2004 (the "Prospectus"), of Koppers Inc., a Pennsylvania
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange up to $320,000,000 aggregate principal amount of the
Company's 9 7/8% Senior Secured Notes due 2013 (the "Exchange Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the Company's issued and
outstanding 9 7/8% Senior Secured Notes due 2013 (the "Old Notes"), which have
not been so registered. JP Morgan Chase Bank (the "Exchange Agent") has been
appointed as exchange agent for the Exchange Offer.
For each Old Note accepted for exchange, the registered holder of such Old
Note (collectively with all other registered holders of Old Notes, the
"Holders") will receive an Exchange Note having a principal amount equal to that
of the surrendered Old Note. Registered holders of Exchange Notes on the record
date for the first interest payment date following the consummation of the
Exchange Offer will receive interest accruing from the most recent date to which
interest has been paid. Old Notes accepted for exchange will cease to accrue
interest from and after the date of consummation of the Exchange Offer.
Accordingly, Holders whose Old Notes are accepted for exchange will not receive
any payment in respect of accrued interest on such Old Notes otherwise payable
on any interest payment date after consummation of the Exchange Offer and, in
lieu thereof, will receive payment with respect to accrued interest on the
Exchange Notes to the extent Old Notes or Exchange Notes were held on the
applicable record date.
This Letter of Transmittal is to be completed by a Holder of Old Notes
either if Old Notes are to be forwarded herewith or if a tender is made pursuant
to the guaranteed delivery procedures in the section of the Prospectus entitled
"The Exchange Offer--Procedures for Tendering Old Notes." Delivery of documents
to DTC does not constitute delivery to the Exchange Agent.
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC can execute the tender through ATOP for which the Exchange Offer
will be eligible. DTC participants that are accepting the Exchange Offer must
transmit their acceptance to DTC, which will verify the acceptance and execute a
book-entry
delivery to the Exchange Agent's account at DTC. DTC will then send an agent's
message forming part of a book-entry transfer in which the participant agrees to
be bound by the terms of the Letter of Transmittal (an "Agent's Message") to the
Exchange Agent for its acceptance. Transmission of the Agent's Message by DTC
will satisfy the terms of the Exchange Offer as to execution and delivery of a
Letter of Transmittal by the participant identified in the Agent's Message.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires
to take with respect to the Exchange Offer.
-2-
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 aggregate principal amount of Old
Notes indicated below. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells,
assigns, transfers and exchanges to, or upon the order of, the Company all
right, title and interest in and to all such Old Notes as are being tendered
hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes
and to acquire Exchange Notes issuable upon the exchange of such tendered Old
Notes, and that, when the same are accepted for exchange, the Company will
acquire good and unencumbered title to the tendered Old Notes, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned hereby further represents that any Exchange Notes
acquired in exchange for Old Notes tendered hereby will have been acquired in
the ordinary course of such Holder's business, that such Holder has no
arrangement or understanding with any person to participate in a distribution of
such Exchange Notes and that the Holder is not an "affiliate" (as defined in
Rule 405 under the Securities Act) of the Company.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Old Notes may be offered for resale, resold and otherwise
transferred by a Holder thereof (other than a Holder that is an "affiliate" of
the Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such Holder's business and such Holder has no arrangement with any
person to participate in a distribution of such Exchange Notes. However, the
Commission has not considered the Exchange Offer in the context of a no-action
letter and there can be no assurance that the staff of the Commission would make
a similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an affiliate
of the Company, is engaged in or intends to engage in, or has any arrangement or
understanding with any person to participate in, a distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, such Holder may not rely on
the applicable interpretations of the staff of the Commission and must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any resale transaction. If the undersigned is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Old 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
Exchange Notes. However, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
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 exchange, assignment and transfer of the Old Notes
tendered hereby. All authority conferred or agreed to be conferred in 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 personal and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned. This tender may be withdrawn only in accordance with the procedures
set forth in "The Exchange Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," please issue the Exchange Notes (and, if applicable, substitute
certificates representing Old Notes for any Old Notes not exchanged) in the name
of the undersigned or, in the case of a book-entry delivery of Old Notes, please
credit the account indicated below maintained at DTC. Similarly, unless
otherwise indicated under the box entitled "Special Delivery Instructions"
herein, please send the Exchange Notes (and, if applicable, substitute
certificates representing Old Notes for
any Old Notes not exchanged) to the undersigned at the address shown in the box
herein entitled "Description of Old Notes Delivered."
THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF
OLD NOTES DELIVERED" AND SIGNING THIS LETTER, WILL BE DEEMED TO
HAVE TENDERED OLD NOTES AS SET FORTH IN SUCH BOX.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of Old Notes should be listed on a separate signed schedule affixed
hereto.
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES DELIVERED
- --------------------------------------- ---------------------- ---------------------------------- --------------------
Name(s) and Principal
Address of Registered Holder(s) Certificate Aggregate Principal Amount Amount
(Please fill-in, if blank) Number(s) Represented by Certificate(s) Tendered*
- --------------------------------------- ---------------------- ---------------------------------- --------------------
$_____________
- --------------------------------------- ---------------------- ---------------------------------- --------------------
$_____________
- --------------------------------------- ---------------------- ---------------------------------- --------------------
$_____________
- --------------------------------------- ---------------------- ---------------------------------- --------------------
$_____________
- --------------------------------------- ---------------------- ---------------------------------- --------------------
$_____________
- --------------------------------------- ---------------------- ---------------------------------- --------------------
$_____________
- --------------------------------------- ---------------------- ---------------------------------- --------------------
$_____________
- --------------------------------------- ---------------------- ---------------------------------- --------------------
Total: $_____________
- --------------------------------------- ---------------------- ---------------------------------- --------------------
* Unless otherwise indicated in this column, a Holder will be deemed to have
tendered ALL of the Old Notes represented by the listed certificates. See
Instruction 2. Old Notes tendered hereby must be in denominations of
principal amount of $1,000 and any integral multiple thereof. See
Instruction 1.
|_| CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY
ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder______________________________________________
Window Ticket Number (if any)__________________________________________
Date of Execution of Notice of Guaranteed Delivery_____________________
Name of Institution Which Guaranteed Delivery__________________________
-2-
|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name___________________________________________________________________
Address________________________________________________________________
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 the
Exchange Notes. If the undersigned is a broker-dealer that will receive the
Exchange Notes for its own account in exchange for Old Notes that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a Prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
-3-
- ----------------------------------------------------------- -------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes To be completed ONLY if certificates for Old
not exchanged and/or Exchange Notes are to be issued in Notes not exchanged and/or Exchange Notes are to be
the name of someone other than the person or persons sent to someone other than the person or persons
whose signature(s) appear(s) on this Letter of whose signature(s) appear(s) on this Letter of
Transmittal below or if Old Notes delivered by book-entry Transmittal below or to such person or persons at an
transfer which are not accepted for exchange are to be address other than shown in the box entitled
returned by credit to an account maintained at DTC other "Description of Old Notes Delivered" on this Letter
than the account indicated above. of Transmittal above.
Issue Exchange Notes and/or Old Notes to:
Mail Exchange Notes and/or Old Notes to:
Name:___________________________________________________ Name:_________________________________________________
(Please Type or Print) (Please Type or Print)
Address:________________________________________________ Address:______________________________________________
________________________________________________________ ______________________________________________________
(Zip Code) (Zip Code)
|_| Credit unexchanged Old Notes delivered by ______________________________________________________
book-entry transfer to the DTC (Taxpayer Identification or
account set forth below. Social Security Number)
________________________________________________________
(DTC Account)
- ---------------------------------------------------------- ---------------------------------------------------------
-4-
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX ABOVE
PLEASE SIGN HERE
(All Tendering Holders Must Complete This Letter of Transmittal
And The Accompanying Substitute Form W-9)
Dated: ____________________________________, 2004
X_______________________________________________________________________________
X_______________________________________________________________________________
(Signature(s) of Holders or Authorized Signatory)
Area Code and Telephone Number:_________________________________________________
If a Holder is tendering any Old Notes, this letter must be signed by the
Holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by
any person(s) authorized to become Holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 3.
Name:___________________________________________________________________________
________________________________________________________________________________
(Please Type or Print)
Capacity (full title):__________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Telephone:______________________________________________________________________
SIGNATURE GUARANTEE (If required by Instruction 3)
Signature(s) Guarantees by an Eligible Institution:_____________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name and Firm)
Dated: _____________________, 2004
INSTRUCTIONS
OFFER TO EXCHANGE ITS ISSUED AND OUTSTANDING 9 7/8% SENIOR SECURED NOTES
DUE 2013 FOR ITS 9 7/8% SENIOR SECURED NOTES DUE 2013 WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
1. Delivery of This Letter and Old Notes; Guaranteed Delivery Procedures.
This Letter of Transmittal is to be completed by Holders of Old Notes if
certificates are to be forwarded herewith. Certificates for all physically
tendered Old Notes, as well as a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile hereof) and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at the address set forth herein on or prior to the Expiration Date, or the
tendering Holder must comply with the guaranteed delivery procedures set forth
below. Old Notes tendered hereby must be in denominations of principal amount of
$1,000 and any integral multiple thereof. Holders who tender their Old Notes
using the DTC ATOP procedures need not submit this Letter of Transmittal.
Holders whose certificates for Old Notes are not immediately available or
who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Old Notes
pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering Old Notes" section of the Prospectus. Pursuant
to such procedures, (i) such tender must be made by or through an Eligible
Institution, (ii) prior to the Expiration Date, the Exchange Agent must receive
from such Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, overnight delivery mail or hand delivery), setting forth
the name and address of the Holder of such Old Notes, the certificate number(s)
and the principal amount of Old Notes tendered, stating that the tender is being
made thereby and guaranteeing that within three Business Days after the
Expiration Date, a properly completed and duly executed Letter of Transmittal or
Agent's Message, as the case may be, the certificates for all physically
tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation,
as the case may be, and any other documents required by this Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) a properly completed and executed Letter of Transmittal or
Agent's Message, as the case may be, the certificates for all physically
tendered Old Notes, in proper form for transfer, or Book-Entry Confirmation, as
the case may be, and any other documents required by this Letter of Transmittal
are deposited by the Eligible Institution within three Business Days after the
date of the Notice of Guaranteed Delivery. The term "Business Day" means any day
that is not a Saturday, Sunday or legal Holiday in New York, New York, and on
which commercial banks are open for business in New York, New York.
The method of delivery of this Letter of Transmittal, the Old Notes and all
other required documents is at the election and risk of the tendering Holders,
but delivery will be deemed made only upon actual receipt or confirmation by the
Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing
be registered mail, properly insured, with return receipt requested, and made
sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders (Not Applicable to Holders Who Tender by Book-Entry
Transfer).
If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering Holder(s) should fill in the aggregate principal
amount of Old Notes to be tendered in the box above entitled "Description of Old
Notes Delivered -- Principal Amount Tendered." A reissued certificate
representing the balance of nontendered Old Notes will be sent to such tendering
Holder, unless otherwise provided in the appropriate box of this Letter of
Transmittal, promptly after the Expiration Date. See Instruction 4. All of the
Old Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
3. Signatures on This Letter, Bond Powers and Endorsements, Guarantee of
Signatures.
If this Letter of Transmittal is signed by the Holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this letter as there are different registrations of certificates.
When this Letter of Transmittal is signed by the Holder or Holders of the
Old Notes specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required. If however, the Exchange Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the Holder, then endorsements of any certificates transmitted hereby or separate
bond powers are required. Signatures on such certificates(s) must be guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the Holder
or Holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the Holder or Holders appear(s) on the
certificate(s) and signatures on such certificate(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FINANCIAL INSTITUTION
WHICH IS A MEMBER OF THE SECURITY TRANSFER AGENTS MEDALLION PROGRAM OR BY ANY
OTHER "ELIGIBLE GUARANTOR INSTITUTION" WITHIN THE MEANING OF RULE 17Ad-15 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (EACH, AN "ELIGIBLE
INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF
OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY
PARTICIPANT IN THE DTC SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING
AS THE HOLDER OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL
ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OR (II)
FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. Special Issuance and Delivery Instructions.
Tendering Holders of Old Notes should indicate in the applicable box the
name and address to which Exchange Notes issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Old Notes not exchanged are to be
issued or sent, if different from the name or address of the person signing this
Letter of Transmittal. In the case of an issuance in a different name, the
employer identification or social security number of the person named must also
be indicated. Holders tendering Old Notes by book-entry transfer may request
that Old Notes not exchanged be credited to such account maintained at DTC as
such Holder may designate hereon. If no such instructions are given, such Old
Notes not exchanged will be returned to the name and address of the person
signing this Letter of Transmittal.
-2-
5. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Notes to it or its order pursuant to the Exchange Offer. If, however,
Exchange Notes and/or substitute Old Notes not exchanged are to be delivered to,
or are to be registered or issued in the name of, any person other than the
Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered
in the name of any person other than the person signing this Letter of
Transmittal, or if a transfer tax is imposed for any reason other than the
transfer of Old Notes to the Company or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
Holder or any other persons) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed to such
tendering Holder.
6. Waiver of Conditions.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
7. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Old Notes, by execution of this Letter of
Transmittal, shall waive any right to receive notice of the acceptance of their
Old Notes for exchange.
Neither the Company, the Exchange Agent, nor any other person will be under
any duty to give notice of any defects or irregularities in tenders of Old
Notes, or will incur any liability for failure to give any such notice.
8. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
9. Withdrawal of Tenders.
For a withdrawal to be effective, a written notice of withdrawal sent by
facsimile transmission or letter must be received by the Exchange Agent at the
address set forth on the cover of this Letter of Transmittal before 5:00 p.m.,
New York City time, on the Expiration Date. To be effective, a notice of
withdrawal must:
o specify the name of the person having tendered the Old Notes to be
withdrawn (the "Depositor");
o identify the Old Notes to be withdrawn (including the certificate
number or numbers and principal amount of such Old Notes);
o include a statement that such Holder is withdrawing his election to
have such Old Notes exchanged;
o be signed by the Holder in the same manner as the original signature
on the Letter of Transmittal by which such Old Notes were tendered or
as otherwise described above (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to
have the trustee under the Indenture register the transfer of such Old
Notes into the name of the person withdrawing the tender; and
o specify the name in which any such Old Notes are to be registered, if
different from that of the Depositor.
The Exchange Agent will return the properly withdrawn Old Notes promptly
following receipt of notice of withdrawal. If Old Notes have been tendered
pursuant to the procedure for book-entry transfer, any notice of with-
-3-
drawal must specify the name and number of the account at the book-entry
transfer facility. All questions as to the validity of notices of withdrawals,
including time of receipt, will be determined by the Company, and such
determination will be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Old Notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the Holder thereof without cost to such Holder (or, in the case of
Old Notes tendered by book-entry transfer into the Exchange Agent's account at
the book-entry transfer facility pursuant to the book-entry transfer procedures
described above, such Old Notes will be credited to an account with such
book-entry transfer facility specified by the Holder) as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Old Notes" in the Prospectus at any time prior to the Expiration Date.
10. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter of Transmittal and other
related documents may be directed to the Exchange Agent at the address indicated
above.
-4-
IMPORTANT TAX INFORMATION
Under current United States federal income tax law, a prospective Holder of
Exchange Notes to be issued pursuant to Special Issuance Instructions may be
subject to backup withholding tax unless such prospective Holder provides the
Company (as payor), through the Exchange Agent, with Substitute Form W-9, as
described below in "Purpose of Substitute Form W-9," or otherwise establishes a
basis for exemption. Accordingly, each prospective Holder of Exchange Notes to
be issued pursuant to Special Issuance Instructions should complete the attached
Substitute Form W-9. The Substitute Form W-9 need not be completed if the box
entitled Special Issuance Instructions has not been completed.
Certain Holders of Exchange Notes (including, among others, all
corporations and certain foreign persons) are not subject to these backup
withholding tax and reporting requirements. Exempt prospective Holders of
Exchange Notes should indicate their exempt status on Substitute Form W-9. A
foreign person may qualify as an exempt recipient by submitting to the Company,
through the Exchange Agent, a properly completed Internal Revenue Service Form
W-8 (which the Exchange Agent will provide upon request) signed under penalty of
perjury, attesting to the Holder's exempt status. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding tax applies, the Company is required to withhold 28%
(31% after 2010) of any payment made to the Holder of Exchange Notes or other
payee. Backup withholding tax is not an additional United States federal income
tax. Rather, the United States federal income tax liability of persons subject
to backup withholding tax will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding tax on any Exchange Notes delivered pursuant
to the Exchange Offer and any payments received in respect of the Exchange
Notes, each prospective Holder of Exchange Notes to be issued pursuant to
Special Issuance Instructions should provide the Company, through the Exchange
Agent, with either: (i) (a) such prospective Holder's correct TIN on Substitute
Form W-9 attached hereto, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such prospective Holder has applied for and is awaiting
a TIN); (b) certification that (1) such prospective Holder has not been notified
by the Internal Revenue Service that he or she is subject to backup withholding
tax as a result of a failure to report all interest or dividends or (2) the
Internal Revenue Service has notified such prospective Holder that he or she is
no longer subject to backup withholding tax; and (c) certification that the
Holder is a United States person; or (ii) an adequate basis for exemption from
backup withholding tax. If such Holder is an individual, the TIN is such
Holder's social security number. If the Exchange Agent is not provided with the
correct TIN, the Holder of the Exchange Notes may be subject to certain
penalties imposed by the Internal Revenue Service unless such failure is due to
reasonable cause and not to willful neglect.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective Holder of Exchange Notes to be issued pursuant to Special
Issuance Instructions is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the prospective
record owner of the Exchange Notes. If the Exchange Notes will be held in more
than one name or are not held in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance regarding which number to report.
-5-
TO BE COMPLETED BY CERTAIN TENDERING HOLDERS
(SEE IMPORTANT TAX INFORMATION)
PAYOR'S NAME: WELLS FARGO BANK, N.A.
- ------------------------------------ -------------------------------------- ------------------------------------------
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN IN
Form W-9 THE BOX AT RIGHT OR INDICATE THAT TIN: _______________________________
YOU APPLIED FOR A TIN AND CERTIFY BY Social Security Number or
SIGNING AND DATING BELOW. Employer Identification Number
TIN Applied for / /
---------------------------------------------------------------------------------
Department of the Treasury PART 2--CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
Internal Revenue Service
(1) The number shown on this form is my
correct Taxpayer Identification
Number (or I am waiting for a number
to be issued to me);
(2) I am not subject to backup
withholding 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 a failure
to report all interest or dividends,
or (c) the IRS has notified me that I
Payor's Request for Taxpayer am no longer subject to backup withholding; and
Identification Number (3) I am a United States person (including a United
("TIN") States resident alien).
and Certification
Signature:________________________ Date: _____________________
- ------------------------------------ ---------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because you have
failed to report all interest and dividends in your tax return.
NOTE: FAILURE BY A PROSPECTIVE HOLDER OF EXCHANGE NOTES TO BE ISSUED PURSUANT TO
THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM
MAY RESULT IN BACKUP WITHHOLDING TAX OF 28% (31% AFTER 2010) OF THE
EXCHANGE NOTES DELIVERED TO YOU PURSUANT TO THE EXCHANGE OFFER AND ANY
PAYMENTS RECEIVED BY YOU IN RESPECT OF THE EXCHANGE NOTES. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 1 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 by the time of the exchange, 28% (31%
after 2010) of all reportable payments made to me thereafter will be withheld
until I provide a number.
_____________________________________ ____________________________
Signature Date
- --------------------------------------------------------------------------------