Exhibit 99.1
LETTER OF TRANSMITTAL
Transportation Technologies Industries, Inc.
OFFER TO EXCHANGE ITS ISSUED AND OUTSTANDING 12 1/2% SENIOR SUBORDINATED
NOTES DUE 2010 FOR ITS 12 1/2% SENIOR SUBORDINATED NOTES DUE 2010 WHICH
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS, DATED , 2004
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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U.S. Bank National Association, 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:
U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
as Exchange Agent as Exchange Agent as Exchange Agent
60 Livingston Avenue 60 Livingston Avenue 60 Livingston Avenue
St. Paul, MN 55107 St. Paul, MN 55107 St. Paul, MN 55107
Attention: Specialized Finance Attention: Specialized Finance Attention: Specialized Finance
Department Department Department
Tel: 800-934-6802 Tel: 800-934-6802 Tel: 800-934-6802
By Facsimile:
(651) 495-8158
Confirm by Telephone:
(800) 934-6802
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 (the "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 , 2004 (the "Prospectus"), of Transportation Technologies
Industries, Inc., a Delaware corporation (the "Company") and certain of its
subsidiaries (each, a "Guarantor" and collectively the "Guarantors"), and this
Letter of Transmittal, which together constitute the Company's and each
Guarantor's offer (the "Exchange Offer") to exchange up to $100,000,000
aggregate principal amount of the Company's 12 1/2% Senior Subordinated Notes
due 2010 (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 12 1/2% Senior Subordinated Notes due 2010
(the "Outstanding Notes"), which have not been so registered. Each of the
Exchange Notes and the Outstanding Notes are fully and unconditionally
guaranteed by each Guarantor. U.S. Bank National Association (the "Exchange
Agent") has been appointed as exchange agent for the Exchange Offer.
For each Outstanding Note accepted for exchange, the registered holder of
such Outstanding Note (collectively with all other registered holders of
Outstanding Notes, the "Holders") will receive an Exchange Note having a
principal amount equal to that of the surrendered Outstanding 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 or, if no interest has
been paid, from May 21, 2004. Outstanding Notes accepted for exchange will cease
to accrue interest from and after the date of consummation of the Exchange
Offer. Accordingly, Holders whose Outstanding Notes are accepted for exchange
will not receive any payment in respect of accrued interest on such Outstanding
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 Outstanding Notes or
Exchange Notes were held on the applicable record date.
This Letter of Transmittal is to be completed by a Holder of Outstanding
Notes either if Outstanding Notes are to be forwarded herewith or if a tender of
Outstanding Notes, if available, is to be made by book-entry transfer to
the account maintained by the Exchange Agent at The Depository Trust Company
(the "DTC") pursuant to the procedures set forth in "The Exchange
Offer--Procedures for Tendering Outstanding Notes" section of the Prospectus.
Holders of Outstanding Notes whose certificates are not immediately available,
or who are unable to deliver their certificates or confirmation of the
book-entry tender of their Outstanding Notes into the Exchange Agent's account
at DTC (a "Book-Entry Confirmation") and all other documents required by this
Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date,
must tender their Outstanding Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus. See Instruction 1. Delivery of documents to DTC does
not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
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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
Outstanding Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Outstanding Notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Company. The undersigned hereby further represents that (i) any Exchange
Notes acquired in exchange for Outstanding Notes tendered are being acquired in
the ordinary course of business of the person receiving such Exchange Notes,
whether or not such recipient is such Holder itself, (ii) neither such Holder
nor, to the actual knowledge of such Holder, any other person receiving Exchange
Notes from such Holder is engaging in or intends to engage in a distribution of
the Exchange Notes, (iii) if such Holder is not a broker-dealer, at the time of
the consummation of the Exchange Offer neither such Holder nor, to the actual
knowledge of such Holder, any other person receiving Exchange Notes from such
Holder has an arrangement or understanding with any person to participate in the
distribution of the Exchange Notes in violation of the federal securities laws,
(iv) neither such Holder nor, to the actual knowledge of such Holder, any other
person is an "affiliate" of the Company or any Guarantor, within the meaning of
Rule 405 under the Securities Act, or, if it is an affiliate of the Company, it
will comply with the registration and prospectus delivery requirements of the
federal securities laws to the extent applicable and will provide certain
information to be included in any shelf registration statement filed pursuant to
the registration rights agreement dated May 21, 2004 entered into by the Company
and the Guarantors for the benefit of all holders of the Outstanding Notes, in
order to have such Holder's Outstanding Notes included in such shelf
registration statement and benefit from the additional interest provisions of
the registration rights agreement, and (v) if such Holder is a broker-dealer,
such Holder has acquired the Outstanding Notes as a result of market-making
activities or other trading activities and that it will comply with the
applicable provisions of the federal securities laws, including the prospectus
delivery requirements.
The undersigned also acknowledges that (i) 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 and (ii) the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Notes may be offered for resale, resold and
otherwise transferred by a Holder thereof (other than a Holder that is an
"affiliate" of the Company or the Guarantors, 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 (x) such
Exchange Notes are acquired in the ordinary course of such Holder's business and
(y) such Holder has no arrangement with any person to participate in the
distribution of such Exchange Notes. However, the Commission has not considered
this 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 this Exchange Offer as in other circumstances. If any Holder is
an affiliate of the Company or the Guarantors, is engaged in or intends to
engage in, or has any arrangement or understanding with any person to
participate in, the 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 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
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 Company or the Guarantors to be necessary or desirable
to complete the sale, assignment and transfer of the Outstanding 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 legal representatives of the undersigned and shall not be
affected by, and shall survive, the death
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or incapacity of the undersigned. This tender may be withdrawn only in
accordance with the procedures set forth in "The Exchange Offer--Withdrawal
Rights" section of the Prospectus.
Unless otherwise indicated herein, in the box entitled "Special Issuance
Instructions" below, please issue the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding Notes
not exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Outstanding Notes, please credit the account indicated below
maintained at DTC. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Exchange Notes (and, if
applicable, substitute certificates representing Outstanding Notes for any
Outstanding Notes not exchanged) to the undersigned at the address shown in the
box below entitled "Description of Outstanding Notes Delivered."
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THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES DELIVERED" AND SIGNING THIS LETTER, WILL BE DEEMED TO
HAVE TENDERED OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Outstanding Notes should be listed on a separate signed
schedule affixed hereto.
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DESCRIPTION OF OUTSTANDING NOTES DELIVERED
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Name(s) and Principal
Address of Registered Holder(s) Certificate Aggregate Principal Amount Amount
(Please fill-in, if blank) Number(s)* Held by Such Holder(s) Tendered**
- -------------------------------------- ----------------------- ------------------------------ --------------------------
$_________________
- -------------------------------------- ----------------------- ------------------------------ --------------------------
$_________________
- -------------------------------------- ----------------------- ------------------------------ --------------------------
$_________________
- -------------------------------------- ----------------------- ------------------------------ --------------------------
$_________________
- -------------------------------------- ----------------------- ------------------------------ --------------------------
$_________________
- -------------------------------------- ----------------------- ------------------------------ --------------------------
$_________________
- -------------------------------------- ----------------------- ------------------------------ --------------------------
$_________________
- -------------------------------------- ----------------------- ------------------------------ --------------------------
Total:
$_________________
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* Need not be completed if Outstanding Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a Holder will be deemed to have
tendered ALL of the Outstanding Notes held by such Holder. See Instruction
2. Outstanding 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 OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
|_| CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution____________________________________________
Account Number_____________________ Transaction Code Number_____________
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By crediting Outstanding Notes to the Exchange Agent's account at DTC in
accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying
with applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message (as defined in Instruction 1) to the Exchange
Agent in which the Holder of the Outstanding Notes acknowledges and agrees to be
bound by the terms of this Letter of Transmittal, the participant in ATOP
confirms, on behalf of itself and the beneficial owners of such Outstanding
Notes, all provisions of this Letter of Transmittal applicable to it and such
beneficial owner as if it had completed the information required herein and
executed and transmitted this Letter of Transmittal to the Exchange Agent.
|_| CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name of Registered Holder________________________________________________
Window Ticket Number (if any)____________________________________________
Date of Execution of Notice of Guaranteed Delivery_______________________
Name of Institution Which Guaranteed Delivery____________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number______________________ Transaction Code Number_____________
|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO.
(UNLESS OTHERWISE SPECIFIED, 10 ADDITIONAL COPIES WILL BE FURNISHED.)
Name_____________________________________________________________________
Address__________________________________________________________________
_________________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that
it is acquiring the Exchange Notes in the ordinary course of its business, it is
not engaged in, and does not intend to engage in, the distribution of the
Exchange Notes and it has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes.
If the undersigned is a broker-dealer, the undersigned, in addition to the
representations above, further (x) represents that it acquired Outstanding Notes
for the undersigned's own account as a result of market-making activities or
other trading activities, (y) represents that it has not entered into any
arrangement or understanding with the Company or the Guarantors or an
"affiliate" of the Company or the Guarantors, within the meaning of Rule 405
under the Securities Act, to distribute the Exchange Notes to be received in the
Exchange Offer, and (z) acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act (for which purposes delivery of the
Prospectus, as the same may be hereafter supplemented or amended, shall be
sufficient) in connection with any resale of Exchange Notes received in exchange
for Outstanding Notes in the Exchange Offer. Such broker-dealer will not be
deemed, solely by reason of such acknowledgment and Prospectus delivery, to be
admitting that it is an "underwriter" within the meaning of the Securities Act.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if certificates for To be completed ONLY if certificates for
Outstanding Notes not exchanged and/or Exchange Notes Outstanding Notes not exchanged and/or Exchange
are to be issued in the name of someone other than the Notes are to be sent to someone other than the
person or persons whose signature(s) appear(s) on this person or persons whose signature(s) appear(s) on
Letter of Transmittal below or if Outstanding Notes this Letter of Transmittal below or to such person
delivered by book-entry transfer which are not or persons at an address other than shown in the
accepted for exchange are to be returned by credit to box entitled "Description of Outstanding Notes
an account maintained at DTC other than the account Delivered" on this Letter of Transmittal below.
indicated above.
Issue Exchange Notes and/or Outstanding Notes to: Mail Exchange Notes and/or Outstanding Notes to:
Name:_________________________________________________ Name:_______________________________________________
(Please Type or Print) (Please Type or Print)
Address:______________________________________________ Address:____________________________________________
______________________________________________ ____________________________________________________
(Zip Code) (Zip Code)
/ / Credit unexchanged Outstanding Notes delivered
by book-entry transfer to the DTC account set
forth below.
_________________________________________________
(DTC Account)
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IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF OR AN AGENT'S
MESSAGE IN LIEU HEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR
A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX ABOVE.
PLEASE SIGN BELOW.
(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 Outstanding Notes, this Letter of Transmittal must
be signed by the Holder(s) as the name(s) appear(s) on the certificate(s) for
the Outstanding 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
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INSTRUCTIONS
OFFER TO EXCHANGE THE COMPANY'S ISSUED AND OUTSTANDING 12 1/2% SENIOR
SUBORDINATED NOTES DUE 2010 FOR THE COMPANY'S 12 1/2% SENIOR SUBORDINATED
NOTES DUE 2010 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED
1. Delivery Of This Letter Of Transmittal And Outstanding Notes; Guaranteed
Delivery Procedures.
This Letter of Transmittal is to be completed by Holders of Outstanding
Notes either if certificates are to be forwarded herewith or if tenders are to
be made pursuant to the procedures for delivery by book-entry transfer set forth
in "The Exchange Offer--Procedures for Tendering Outstanding Notes" section of
the Prospectus and an Agent's Message is not delivered. Certificates for all
physically tendered Outstanding Notes, or Book-Entry Confirmation, as the case
may be, 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. Outstanding
Notes tendered hereby must be in denominations of principal amount of $1,000 and
any integral multiple thereof. The term "Agent's Message" means a message
transmitted by DTC to, and received by, the Exchange Agent and forming a part of
the Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from the DTC participant tendering through ATOP that such DTC
participant has received this Letter of Transmittal and agrees to be bound by
the terms of this Letter of Transmittal and that the Company may enforce the
Letter of Transmittal against such DTC participant. Holders who tender their
Outstanding Notes using the DTC ATOP procedures need not submit this Letter of
Transmittal.
Holders whose certificates for Outstanding Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Outstanding Notes pursuant to the guaranteed delivery procedures
set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined in Instruction 3), (ii) on or prior to 5:00
p.m., New York City time, on the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the Company
(by facsimile transmission, overnight delivery mail or hand delivery), setting
forth the name and address of the Holder of Outstanding Notes and the amount of
Outstanding Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three Business Days after the Expiration Date, a
properly completed and executed Letter of Transmittal or Agent's Message, as the
case may be, the certificates for all physically tendered Outstanding 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 Outstanding 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 Expiration Date. 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 Outstanding 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 Outstanding 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.
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2. Partial Tenders (Not Applicable To Holders Who Tender By Book-Entry
Transfer).
If less than all of the Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box above
entitled "Description of Outstanding Notes Delivered -- Principal Amount
Tendered." A reissued certificate representing the balance of nontendered
Outstanding 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 Outstanding Notes delivered
to the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
3. Signatures On This Letter Of Transmittal, Bond Powers and Endorsements,
Guarantee Of Signatures.
If this Letter of Transmittal is signed by the Holder of the Outstanding
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 Outstanding Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this letter as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the Holder(s) of the
Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If however, the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be reissued,
to a person other than the 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(s) 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(s) of the Holder(s) that 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 OUTSTANDING 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 OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION, PROVIDED THE OUTSTANDING NOTES ARE TENDERED: (I) BY A
REGISTERED HOLDER OF OUTSTANDING NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE
OFFER, INCLUDES ANY PARTICIPANT IN THE DTC SYSTEM WHOSE NAME APPEARS ON A
SECURITY POSITION LISTING AS THE HOLDER OF SUCH OUTSTANDING NOTES) WHO HAS NOT
COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY
INSTRUCTIONS" ON THIS LETTER OF TRANSMITTAL OR (II) FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION.
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4. Special Issuance and Delivery Instructions.
Tendering Holders of Outstanding Notes should indicate in the applicable
box the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Outstanding Notes not exchanged
are to be issued or sent, if different from the name or address of the person
signing this Letter 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 Outstanding Notes by book-entry
transfer may request that Outstanding Notes not exchanged be credited to such
account maintained at DTC as such Holder may designate hereon. If no such
instructions are given, such Outstanding Notes not exchanged will be returned to
the name and address of the person signing this Letter of Transmittal.
5. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Outstanding Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Outstanding Notes not exchanged are to
be delivered to, or are to be registered or issued in the name of, any person
other than the Holder of the Outstanding Notes tendered hereby, or if tendered
Outstanding Notes are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer of Outstanding Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered Holder or any other persons) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed to such tendering Holder and the Exchange Agent will retain possession of
an amount of Exchange Notes with a face amount equal to the amount of such
transfer taxes due by such tendering Holder pending receipt by the Exchange
Agent of the amount of such taxes.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter of Transmittal.
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 Outstanding Notes, by execution of this
Letter of Transmittal, shall waive any right to receive notice of the acceptance
of their Outstanding Notes for exchange.
Although the Company intends to notify Holders of defects or irregularities
with respect to tenders of Outstanding Notes, neither the Company, the Exchange
Agent nor any other person shall incur any liability for failure to give any
such notice.
8. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.
Any Holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. Withdrawal of Tenders.
Tenders of Outstanding Notes, or any portion thereof, may be withdrawn in
integral multiples of $1,000 principal amount at any time prior to 5:00 P.M.,
New York City time, on the Expiration Date. For a withdrawal to be effective, a
written, telegraphic or facsimile notice of withdrawal must be received by the
Exchange Agent at the appropriate address set forth above.
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Notes Held by Holders.
Any notice of withdrawal must specify the name of the person having
tendered the Outstanding Notes to be withdrawn, contain a description of the
Outstanding Notes to be withdrawn (including the aggregate principal amount of
such Outstanding Notes, the interest rate and the maturity date), and (where
certificates for Outstanding Notes have been transmitted) specify the name in
which such Outstanding Notes are registered, if different from that of the
withdrawing Holder. If certificates for Outstanding Notes have been delivered or
otherwise identified to the Exchange Agent, then the notice of withdrawal must
also identify the certificate number or numbers shown on the particular
certificates to be withdrawn and be signed by the Holder of such Outstanding
Notes in the same manner as the original signature on this Letter of Transmittal
or be accompanied by (1) documents of transfer in a form acceptable to us, in
our sole discretion, and (2) a properly completed irrevocable proxy that
authorized such person to effect such revocation on behalf of such Holder.
Notes Held through DTC.
If Outstanding Notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawn
Outstanding Notes, the principal amount of the Outstanding Notes to which such
withdrawal relates, the signature of the DTC participant in the same manner as
the participant's name appears on its transmission through ATOP to which such
withdrawal relates and otherwise comply with the procedures of such facility.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, whose determination
will be final and binding on all parties.
All signatures on a notice of withdrawal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
Program; provided, however, that signatures on the notice of withdrawal need not
be guaranteed if the Outstanding Notes being withdrawn are held for the account
of any Eligible Institution. If a notice of withdrawal is signed by a trustee,
partner, executor, administrator, guardian, attorney-in-fact, agent, officer of
a corporation or other person acting in a fiduciary or representative capacity,
such person must so indicate when signing and must submit with the revocation
appropriate evidence of authority to execute the notice of withdrawal.
Any Outstanding Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Outstanding 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 Outstanding Notes tendered by book-entry transfer into the Exchange
Agent's account at DTC pursuant to the book-entry transfer procedures described
above, such Outstanding Notes will be credited to an account maintained with DTC
for the Outstanding Notes) as soon as practicable after withdrawal, rejection of
tender or termination of the Exchange Offer. Properly withdrawn Outstanding
Notes may be retendered by following one of the procedures set forth in "The
Exchange Offer--Procedures for Tendering Outstanding Notes" section of the
Prospectus at any time on or 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.
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IMPORTANT TAX INFORMATION
Under current United States federal income tax law, a prospective Holder of
Exchange Notes to be issued pursuant to the "Special Issuance Instructions" (as
described above) 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 (e.g., social
security number or employer identification number) 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 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.
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TO BE COMPLETED BY CERTAIN EXCHANGING HOLDERS
(SEE IMPORTANT TAX INFORMATION)
PAYOR'S NAME: U.S. BANK NATIONAL ASSOCIATION
- ------------------------------------ -------------------------------------- ---------------------------------------
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 am no longer subject
Payor's Request for Taxpayer to backup withholding; and
Identification Number ("TIN") (3) I am a United States person (including a
and Certification United States resident alien).
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
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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 nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
- ------------------------------- ----------------------------- -------------------------- --------------------------
Give the Give the EMPLOYER
For this type of account: SOCIAL SECURITY For this type of account: IDENTIFICATION
number of-- number of--
- ------------------------------- ----------------------------- -------------------------- --------------------------
1. Individual The individual 5. Sole proprietorship The owner (4)
account
2. Two or more individuals The actual owner of the 6. A valid trust, The legal entity (Do not
(joint account) account or, if combined estate or pension furnish the identifying
funds, the first individual trust number of the personal
on the account(1) representative or
trustee unless the legal
entity itself is not
designated in the
account title.) (5)
7. Corporate The corporation
3. Custodian account of a The minor(2) 8. Religious, The organization
minor (Uniform Gift to charitable, or
Minors Act) educational
organization
9. Partnership account The partnership
held in the name of
the business
10. Association, club, The organization
or other tax-exempt
organization
4. a. The usual revocable The grantor-trustee(1) 11. A broker or The broker or nominee
savings trust registered nominee
account (grantor is
also
trustee)
b. So-called trust The actual owner(1) 12. Account with the The public entity
account that is not Department of
a legal or valid Agriculture in the
trust 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. If
only one person on a joint account has a social security number, that
person's social security number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number (if you have one).
(4) 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.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include the
following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a),* an individual
retirement plan or a custodial account under section 403(b)(7).
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
o A registered dealer in securities or commodities registered in the
U.S., the District of Columbia or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(1).
o An entity registered at all times under the investment Company Act of
1940.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid
in money.
o Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
o 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.
o Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
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, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM.
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 sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N, and their regulations.
Privacy Act Notice--Section 6109 requires most recipients of dividend, interest,
or other payments to give their correct taxpayer identification numbers to
payers who must report the payments to IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of tax returns. The IRS
may also provide this information to the Department of Justice for civil and
criminal litigation and to cities, states and the District of Columbia to carry
out their tax laws. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold federal income
tax on 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) 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.
(3) Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
(4) Misuse of Taxpayer Identification Numbers.--If the requester discloses or
uses taxpayer identification numbers in violation of federal law, the
requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
________________
* Unless otherwise indicated, all section references are to the Internal
Revenue Code of 1986, as amended.
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