EXHIBIT 99.3
LETTER OF TRANSMITTAL
FOR
11 1/8% SENIOR DISCOUNT NOTES
DUE 2008
OF
WESCO INTERNATIONAL, INC.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON _______, 1998,UNLESS THE OFFER IS EXTENDED
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BANK ONE, N.A.
(the "Exchange Agent")
BY OVERNIGHT COURIER: BY HAND: BY REGISTERED OR CERTIFIED MAIL:
BANK ONE, N.A. BANK ONE, N.A. BANK ONE, N.A.
[ADDRESS] [ADDRESS] [ADDRESS]
BY FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY):
[PHONE NUMBER]
Confirm by Telephone:
[PHONE NUMBER]
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONES LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated __________,
1998 (the "Prospectus") of WESCO International, Inc. ("Holdings") and WESCO
Distribution, Inc. (the "Company") and this Letter of Transmittal (the "Letter
of Transmittal"), which together describe Holdings' offer (the "Exchange Offer")
to exchange $1,000 in principal amount of its new 11 1/8 Senior Discount Notes
Due 2008, Series B (the "Exchange Notes"), for each $1,000 in principal amount
of outstanding 11 1/8 Senior Discount Notes Due 2008, Series A (the "Old
Notes"). The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the Old
Notes for which they may be exchanged pursuant to the Exchange Offer, except
that the Exchange Notes are freely transferable by holders thereof (except as
provided herein or in the Prospectus) and are not subject to any covenant
regarding registration under the Securities Act of 1933, as amended (the
"Securities Act"). The term "Expiration Date" shall mean 5:00 p.m., New York
City time, on _____________, 1998, unless Holdings, in its reasonable judgement,
extends the Exchange Offer, in which case the term shall mean the latest date
and time to which the Exchange Offer is extended. Capitalized terms used but not
defined herein have the meanings given to them in the Prospectus.
The undersigned has checked 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.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. 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 MAY BE DIRECTED TO THE EXCHANGE AGENT.
2
List below the Old Notes to which this Letter of Transmittal relates. If
the space indicated in inadequate, the Certificate or Registration Numbers and
Principal Amounts should be listed on a separately signed schedule affixed
hereto.
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DESCRIPTION OF OLD NOTES TENDERED HEREBY
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Name(s) and Certificate or Aggregate Principal
Address(es) of Registration Principal Amount Amount
Registered Owner(s) Numbers* Represented by Tendered**
(Please fill in) Old Notes
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Total
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* Need not be completed by book-entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered the
full aggregate principal amount represented by such Old Notes. All tenders
must be in integral multiples of $1,000.
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This Letter of Transmittal is to be used if (i) certificates representing
Old Notes are to be physically delivered to the Exchange Agent herewith, (ii)
tender of Old Notes is 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 Senior Discount Exchange Offer for
Holdings--Procedures for Tendering Senior Discount Old Notes" in the Prospectus
or (iii) tender of the Old Notes is to be made according to the guaranteed
delivery procedures described in the Prospectus under the caption "The Senior
Discount Exchange Offer of Holdings--Procedures for Tendering Senior Discount
Old Notes." See Instruction 2. Delivery of documents to a book-entry transfer
facility does not constitute delivery to the Exchange Agent. This Letter of
Transmittal must be completed, signed and delivered even if tender instructions
are being transmitted through the Book-Entry Transfer Facility Automated Tender
Offer Program ("ATOP").
As used in this Letter of Transmittal, the term "Holder" with respect to
the Exchange Offer means any person in whose name Old Notes are registered on
the books of Holdings or, with respect to interests in the Global Notes held by
DTC, any DTC participant listed in an official DTC proxy. 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 who wish to tender their Old Notes must complete this letter in its
entirety.
Holders of Old Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through ATOP, for which
the transaction will be eligible. DTC participants that are accepting the
Exchange Offer must transmit their acceptances 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 to the Exchange Agent for its
acceptance. Each DTC participant transmitting an acceptance of the Exchange
Offer through the ATOP Procedures will be deemed to have agreed to be bound by
the terms of this Letter of Transmittal. Nevertheless, in order for such
acceptance to constitute a valid tender of the DTC participant's Old Notes, such
participant must complete and sign a Letter of Transmittal and deliver it to the
Exchange Agent before the Expiration Date.
[ ] CHECK HERE IF TENDERED OLD 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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Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes and all other documents required hereby to the Exchange
Agent on or prior to the Expiration Date must tender their Old Notes according
to the guaranteed delivery procedure set forth in the Prospectus under the
caption "The Senior Discount Exchange Offer of Holdings--Procedures for
Tendering Senior Discount Old Notes." See Instruction 2.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)___________________________________________
Name of Eligible Institution that Guaranteed Delivery__________________
_______________________________________________________________________
If delivery by book-entry transfer:
Account Number ___________________________________________________
Transaction Code Number_________________________________________________
[ ] 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 _______________________________________________________________
4
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 Holdings the principal amount of the Old Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
such Old Notes tendered hereby, the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, Holdings all right, title and interest in
and to such Old Notes as are being tendered hereby, including all rights to
accrued and unpaid interest thereon as of the Expiration Date. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent the true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge that
said Exchange Agent acts as the agent of Holdings in connection with the
Exchange Offer) to cause the Old Notes to be assigned, transferred and
exchanged. The undersigned represents and warrants that it 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, Holdings 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 represents to Holdings that (i) the Exchange Notes
acquired pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the undersigned, and (ii) neither the undersigned nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such Exchange Notes. If the undersigned or the person
receiving the Exchange Notes covered hereby is a broker-dealer that is receiving
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,
the undersigned acknowledges that it or such other person 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 and any
such other person acknowledge that, if they are participating in the Exchange
Offer for the purpose of distributing the Exchange Notes, (i) they cannot rely
on the position of the staff of the Securities and Exchange Commission
enunciated in EXXON CAPITAL HOLDINGS CORPORATION (April 13, 1988), MORGAN
STANLEY & CO., INC.(June 5, 1991) or similar no-action letters and, in the
absence of an exemption therefrom, must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with the
resale transaction and (ii) failure to comply with such requirements in such
instance could result in the undersigned or any such other person incurring
liability under the Securities Act for which such persons are not indemnified by
Holdings. If the undersigned or the person receiving the Exchange Notes covered
by this letter is an affiliate (as defined under Rule 405 of the Securities Act)
of Holdings, the undersigned represents to Holdings that the undersigned
understands and acknowledges that such Exchange Notes may not be offered for
resale, resold or otherwise transferred by the undersigned or such other person
without registration under the Securities Act or an exemption therefrom.
The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or Holdings to be
necessary or desirable to complete the exchange, assignment and transfer of
tendered Old Notes or transfer ownership of such Old Notes on the account books
maintained by a book-entry transfer facility. The undersigned further agrees
that acceptance of any tendered Old Notes by Holdings and the issuance of
Exchange Notes in exchange therefor shall constitute performance in full by
Holdings of its obligations under the Registration Rights Agreement and that
Holdings shall have no further obligation or liabilities thereunder for the
registration of the Old Notes or the Exchange Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Senior Discount Exchange Offer of
Holdings--Certain Conditions to the Senior Discount Exchange Offer." The
undersigned recognizes that as a result of these conditions (which may be
waived, in whole or in part, by Holdings), as more particularly set forth in the
Prospectus, Holdings may not be required to exchange any of the Old Notes
tendered hereby and, in such event, the Old Notes not exchanged will be returned
to the undersigned at the address shown below the signature of the undersigned.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Tendered Old Notes may be withdrawn at any time
prior to the Expiration Date.
Unless otherwise indicated in the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all Exchange Notes delivered in exchange for
tendered Old Notes, and any Old Notes delivered herewith but not exchanged, will
be registered in the name of the undersigned and shall be delivered to the
undersigned at the address shown below the signature of the undersigned. If an
Exchange Note is to be issued to a person other than the person(s) signing this
Letter of Transmittal or to the person(s) signing this Letter of Transmittal at
an address different than the address shown on this Letter of Transmittal, the
appropriate boxes of this Letter of Transmittal should be completed. If Old
Notes are surrendered by Holder(s) that have completed either the box entitled
"Special Registration Instructions" or the box entitled "Special Delivery
Instructions" in this Letter of Transmittal, signature(s) on this Letter of
Transmittal must be guaranteed by an Eligible Institution (defined in
Instruction 2).
5
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SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if the Exchange Notes are to be issued in the name of
someone other than the undersigned.
Name: ________________________________
Address: _____________________________
Book-Entry Transfer Facility Account:
______________________________________
Employee Identification or Social Security Number:
_______________________________________
(PLEASE PRINT OR TYPE.)
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SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the Exchange Notes are to be sent to someone other
than the undersigned, or to the undersigned at an address other than that shown
under "Description of Notes Tendered Hereby."
Name __________________________
Address _______________________
_______________________________
_______________________________
(PLEASE PRINT OR TYPE.)
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REGISTERED HOLDER(S) OF NOTES OR DTC PARTICIPANT(S) SIGN HERE
(IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW.)
X ___________________________________________________________________________
X ___________________________________________________________________________
(SIGNATURE(S) OF REGISTERED HOLDER(S) OR DTC PARTICIPANT(S))
Must be signed by registered holder(s) or DTC participant(s) exactly as
name(s) appear(s) on the Notes or on a security position listing as the owner of
the Notes or by person(s) authorized to become registered holder(s) by properly
completed bond powers transmitted herewith. If signature is by attorney-in-fact,
trustee, executor, administrator, guardian, officer of a corporation or other
person acting in a fiduciary capacity, please provide the following information.
(PLEASE PRINT OR TYPE):
Name and Capacity (full title):________________________________
Address (including zip code):__________________________________
________________________________________________________________
Area Code and Telephone Number:_________________________________
Taxpayer Identification or Social Security No.:_________________
Dated: _____________
SIGNATURE GUARANTEE
(If Required -- See Instruction 5)
Authorized Signature:_____________________________________________________
(Signature of Representative of Signature Guarantor)
Name and Title:___________________________________________________________
Name of Plan:_____________________________________________________________
Area Code and Telephone Number:___________________________________________
(PLEASE PRINT OR TYPE.)
Dated: ____________________
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6
PAYOR'S NAME [TRUSTEE] OR [HOLDINGS]
THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED PLEASE
PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER ON
THE FOLLOWING SUBSTITUTE FORM W-9 AND CERTIFY THEREIN THAT YOU ARE NOT SUBJECT
TO BACKUP WITHHOLDING.
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SUBSTITUTE Part 1--PLEASE PROVIDE
YOUR TIN IN THE BOX AT
FORM W-9 RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW.
Part 2 -- Check the box __________________________
if you are not subject Social Security Number
to backup withholding
under the provisions of
Section 3406(A)(1)(C) of OR__________________________
the Internal Revenue Employer Identification
Code because (1) you are Number
exempt from backup
withholding, (2) you
DEPARTMENT OF THE TREASURY have not been notified
INTERNAL REVENUE SERVICE that you are subject to
backup withholding as a
result of failure to
report all interest or
dividends or (3) the
Internal Revenue Service
has notified you that
you are not longer
subject to backup
withholding. ( )
PAYOR'S REQUEST FOR CERTIFICATION: Under
TAXPAYER INDENTIFICATION penalties of perjury, I Part 3
NUMBER (TIN) certify that the Awaiting TIN [ ]
information provided on
this form is true,
correct and complete.
Signature:______________
Date:___________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS IN EXCESS OF $10.00 MADE TO YOU.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAX 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 Officer or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number within 60 days, 31% of
all reportable payments made to me thereafter will be withheld until I provide a
number.
SIGNATURE________________________________________ DATE______________________
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1 DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
All physically delivered Old Notes or confirmation of any book-entry
transfer to the Exchange Agent's account at a book-entry transfer facility of
Old Notes tendered by book-entry transfer, as well as a properly completed and
duly executed copy of this Letter of Transmittal or facsimile thereof, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at any of its addresses set forth herein on or prior to the
Expiration Date (as defined in the Prospectus). The method of delivery of this
Letter of Transmittal, the Old Notes and any other required documents is at the
election and risk of the Holder, and except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
If such delivery is by mail, it is suggested that registered mail with return
receipt requested, properly insured, be used.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Old Notes for exchange.
Delivery to an address other than as set forth herein, or instructions via
a facsimile number other than the ones set forth herein, will not constitute a
valid delivery.
2. GUARANTEED DELIVERY PROCEDURES.
Holders who wish to tender their Old Notes, but whose Old Notes are not
immediately available and thus cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent (or comply
with the procedures for book-entry transfer) prior to the Expiration Date,
may effect a tender if:
(a) the tender is made through a member firm of a registered national
securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17 Ad-15 under the Exchange
Act (an "Eligible Institution");
(b) prior to the Expiration Date, the Exchange Agent received from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder, the registration
number(s) of such Old Notes and the principal amount of Old Notes
tendered, stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days
after the Expiration Date, the Letter of Transmittal (or facsimile
thereof), together with the Old Notes (or a confirmation of book-entry
transfer of such Old Notes into the Exchange Agent's account at DTC)
and any other documents required by the Letter of Transmittal, will be
deposited by the Eligible Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as all tendered Old Notes in proper form
for transfer (or a confirmation of book-entry transfer of such Old
Notes into the Exchange Agent's account at DTC) and all other
documents required by the Letter of Transmittal, are received by the
Exchange Agent within three New York Stock Exchange trading days after
the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will
be sent to Holders who wish to tender their Old Notes according to the
guaranteed delivery procedures set forth above. Any Holder who wishes to tender
Old Notes pursuant to the guaranteed delivery procedures described above must
ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
relating to such Old Notes prior to the Expiration Date. Failure to complete the
guaranteed delivery procedures outlined above will not, of itself, affect the
validity or effect a revocation of any Letter of Transmittal form properly
completed and executed by a Holder who attempted to use the guaranteed delivery
procedures.
3. BENEFICIAL OWNER INSTRUCTIONS.
Only a Holder of Old Notes (I.E., a person in whose name Old Notes are
registered on the books of the registrar or, with respect to interests in
the Global Notes held by DTC, a DTC participant listed in an official DTC
proxy), or the legal representative or attorney-in-fact of a Holder, may
execute and deliver this Letter of Transmittal. Any beneficial owner of Old
Notes who wishes to accept the Exchange Offer must arrange promptly for the
appropriate Holder to execute and deliver this Letter of Transmittal on his
or her behalf through the execution and delivery to the appropriate Holder
of
8
the Instructions to Registered Holder and/or DTC Participant from Beneficial
Owner form accompanying this Letter of Transmittal.
4. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Old Notes evidenced by a
submitted certificate is tendered, the tendering Holder should fill in the
principal amount tendered in the column entitled "Principal Amount Tendered"
of the box entitled "Description of Old Notes Tendered Hereby." A newly
issued Note for the principal amount of Old Notes submitted but not tendered
will be sent to such Holder as soon as practicable after the Expiration
Date. All Old Notes delivered to the Exchange Agent will be deemed to have
been tendered in full unless otherwise indicated.
Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any
time prior to the Expiration Date, after which tenders of Old Notes are
irrevocable. To be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Exchange
Agent. Any such notice of withdrawal must (i) specify the name of the person
having deposited the Old Notes to be withdrawn (the "Depositor"), (ii)
identify the Old Notes to be withdrawn (including the registration number(s)
and principal amount of such Old Notes, or, in the case of Old Notes
transferred by book-entry transfer, the name and number of the account at
DTC to be credited), (iii) be signed by the Holder in the same manner as the
original signature on this Letter of Transmittal (including any required
signature guarantees) or be accompanied by documents of transfer sufficient
to have the Trustee with respect to the Old Notes register the transfer of
such Old Notes into the name of the person withdrawing the tender and (iv)
specify the name in which any such Old Notes are to be registered, if
different from that of the Depositor. All questions as to the validity, form
and eligibility (including time of receipt) of such notices will be
determined by Holdings, whose determination shall be final and binding on
all parties. Any Old Notes so withdrawn will be deemed not to have been
validly tendered for purposes of the Exchange Offer and no Exchange Notes
will be issued with respect thereto unless the Old Notes so withdrawn are
validly retendered. Any Old Notes which have been tendered but which are not
accepted for exchange will be returned to the Holder thereof without cost to
such Holder as soon as practicable after withdrawal, rejection of tender or
termination of Exchange Offer.
5. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered Holder(s) of the
Old Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration or enlargement or
any change whatsoever. If this Letter of Transmittal is signed by a
participant in DTC, the signature must correspond with the name as it
appears on the security position listing as the owner of the Old Notes.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal as there are different registrations of Old
Notes.
Signatures of this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution unless the Old
Notes tendered hereby are tendered (i) by a registered Holder who has not
completed the box entitled "Special Registration Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account
of an Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or
Holders of Old Notes (which term, for the purposes described herein, shall
include a participant in DTC whose name appears on a security listing as the
owner of the Old Notes) listed and tendered hereby, no endorsements of the
tendered Old Notes or separate written instruments of transfer or exchange
are required. In any other case, the registered Holder (or acting Holder)
must either properly endorse the Old Notes or transmit properly completed
bond powers with this Letter of Transmittal (in either case, executed
exactly as the name(s) of the registered Holder(s) appear(s) on the Old
Notes, and, with respect to a participant in DTC whose name appears on such
security position listing), with the signature on the Old Notes or bond
power guaranteed by an Eligible Institution (except where the Old Notes are
tendered for the account of an Eligible Institution).
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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 Holdings, proper evidence
satisfactory to Holdings of their authority so to act must be submitted.
9
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering Holders should indicate, in the applicable box, the name and
address (or account at DTC) in which the Exchange Notes or substitute Old
Notes for principal amounts not tendered or not accepted for exchange are to
be issued (or deposited), if different from the names and addresses or
accounts of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the employer identification number or social
security number of the person named must also be indicated and the tendering
Holder should complete the applicable box.
If no instructions are given, the Exchange Notes (and any Old Notes not
tendered or not accepted) will be issued in the name of and sent to the
acting Holder of the Old Notes or deposited at such Holder's account at DTC.
7. TRANSFER TAXES.
Holdings shall pay all transfer taxes, if any, applicable to the transfer
and exchange of Old Notes to it or its order pursuant to the Exchange Offer.
If a transfer tax is imposed for any other reason other than the transfer
and exchange of Old Notes to Holdings, or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the
registered Holder or any other person) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exception
therefrom is not submitted herewith, the amount of such transfer taxes will
be collected from the tendering Holder by the Exchange Agent.
Except as provided in this Instruction, it will not be necessary for
transfer stamps to be affixed to the Old Notes listed in the Letter of
Transmittal.
8. WAIVER OF CONDITIONS.
Holdings reserves the right, in its reasonable judgment, to waive, in
whole or in part, any of the conditions to the Exchange Offer set forth in
the Prospectus.
9. 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.
10. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address and telephone number(s) set
forth above. In addition, all questions relating to the Exchange Offer, as
well as requests for assistance or additional copies of the Prospectus and
this Letter of Transmittal, may be directed to the Exchange Agent at
[ADDRESS], telephone: _______________.
11. VALIDITY AND FORM.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old
Notes will be determined by Holdings in its sole discretion, which
determination will be final and binding. Holdings reserves the absolute
right to reject any and all Old Notes not properly tendered or any Old Notes
Holdings' acceptance of which would, in the opinion of counsel for Holdings,
be unlawful. Holdings also reserves the right, in its reasonable judgment,
to waive any defects, irregularities or conditions of tender as to
particular Old Notes. Holdings' interpretation of the terms and conditions
of the Exchange Offer (including the instructions in this Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Old Notes must be
cured within such time as Holdings shall determine. Although Holdings
intends to notify Holders of defects or irregularities with respect to
tenders of Old Notes, neither Holdings, the Exchange Agent nor any other
person shall incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such defects
or irregularities with respect to tenders of Old Notes, neither Holdings,
the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Old Notes will not be deemed
to have been made until such defects or irregularities have been cured or
waived. Any Old Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured
or waived will be returned by the Exchange Agent to the tendering Holder as
soon as practicable following the Expiration Date.
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IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder tendering Old Notes is required to
provide the Exchange Agent with such Holder's correct TIN on Substitute Form W-9
above. If such Holder is an individual, the TIN is the Holder's social security
number. The Certificate of Awaiting Taxpayer Identification Number should be
completed if the tendering Holder has not been issued a TIN and has applied for
a number or intends to apply for a number in the near future. If the Exchange
Agent is not provided with the correct TIN, the Holder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, payments that are
made to such Holder may be subject to backup withholding.
Certain Holders (including among others, all domestic corporations and
certain foreign individuals and foreign entities) are not subject to these
backup withholding and reporting requirements. Such a Holder, who satisfies one
or more of the conditions set forth in Part 2 of the Substitute Form W-9 should
execute the certification following such Part 2. In order for a foreign Holder
to qualify as an exempt recipient, that Holder must submit to the Exchange Agent
a properly completed Internal Revenue Service Form W-8, signed under penalties
of perjury, attesting to that Holder's exempt status. Such forms can be obtained
from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any amounts otherwise payable to the Holder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding 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 on payments that are made to a Holder, the
Holder is required to notify the Exchange Agent of his or her correct TIN by
completing the form herein certifying that the TIN provided on Substitute Form
W-9 is correct ( or that such Holder is awaiting a TIN) and that (i) such Holder
is exempt, (ii) such Holder has not been notified by the Internal Revenue
Service that he or she is subject to backup withholding as a result of failure
to report all interest or dividends or (iii) the Internal Revenue Service has
notified such Holder that he or she is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
Each Holder is required to give the Exchange Agent the social security
number or employer identification number of the record Holder(s) of the Old
Notes. If Old Notes are in more than one name or are not in the name of the
actual Holder, consult the instructions on Internal Revenue Service form W-9,
which may be obtained from the Exchange Agent, for additional guidance on which
number to report.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
If the tendering Holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, write "Applied For"
in the space for the TIN on Substitute Form W-9, sign and date the form and the
Certificate of Awaiting Taxpayer Identification Number and return them to the
Exchange Agent. If such certificate is completed and the Exchange Agent is not
provided with the TIN within 60 days, the Exchange Agent will withhold 31% of
all payments made thereafter until a TIN is provided to the
Exchange Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.