Letter Of Transmittal
For Tenders Of
$110,000,000 Aggregate Principal Amount Of
95/8% Senior Subordinated Notes Due 2007
Of
ROLLER BEARING COMPANY OF AMERICA, INC.
Pursuant to the Prospectus
dated ____________, 1997, of ROLLER BEARING COMPANY OF AMERICA, INC.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK TIME, ON
_________________, 199_, UNLESS EXTENDED. TENDERED SECURITIES
MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE
OF THE EXCHANGE OFFER.
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Main Delivery To:
United States Trust Company of New York
By hand or overnight courier:
United States Trust Company of New York
770 Broadway, 13th Floor
New York, New York 10003
By mail:
United States Trust Company of New York
P.O. Box 843 Cooper Station
New York, New York 10276
Attention: Corporate Trust Services
By fax for Eligible Institutions:
(212) 780-0592
Delivery of this instrument to an address other than as set forth above
will not constitute a valid delivery. The instructions accompanying this Letter
of Transmittal should be read carefully before this Letter of Transmittal is
completed.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus dated ______________, 1997 (the "Prospectus"), of Roller Bearing
Company of America, Inc. (the "Issuer"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together constitute the Issuer's offer (the
"Exchange Offer") to exchange an aggregate principal amount of up to
$110,000,000 95/8% Exchange Senior Subordinated Notes Due 2007, Series B (the
"Exchange Notes"), for a like principal amount of the Issuer's issued and
outstanding 95/8% Senior Subordinated Notes Due 2007 (the "Outstanding Notes").
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
_________, 199_, unless the Issuer, in its sole discretion, extends the Exchange
Offer. The Issuer reserves the right, at any time or from time to time, to
extend the period of time during which the Exchange Offer is open at its
discretion, in which event the term "Expiration Date" shall mean the time and
date when the Exchange Offer as so extended shall expire. During any such
extension, all Outstanding Notes previously tendered will remain subject to the
Exchange Offer and may be accepted for exchange by the Issuer. Any Outstanding
Notes not accepted for exchange for any reason will be returned without expense
to the tendering holder thereof as promptly as practicable after the expiration
or termination of the Exchange Offer.
The Issuer expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Outstanding Notes not theretofore
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the section entitled "The
Exchange Offer--Certain Conditions to the Exchange Offer."
The Issuer shall notify the holders of the Outstanding Notes of any
extension, amendment, non-acceptance or termination by means of a press release
or other public announcement no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date.
The Exchange Notes will bear interest from the last interest payment date
on which interest was paid on the Outstanding Notes surrendered in exchange
therefor or, if no interest has been paid on such Outstanding Notes, from the
date of original issue of the Outstanding Notes at the same rate and upon the
same terms as the Outstanding Notes. Holders whose Outstanding Notes are
accepted for exchange will not receive interest on such Outstanding Notes for
any period subsequent to the last interest payment date, if any, of the
Outstanding Notes to occur prior to the issue date of the Exchange Notes and
will be deemed to have waived the right to receive any payment in respect of
interest on the Outstanding Notes accrued from and after such interest payment
date, if any.
The Exchange Offer is not conditioned upon any minimum principal amount of
Outstanding Notes being tendered for exchange. However, the Exchange Offer is
subject to certain conditions. Please see the Prospectus under the section
entitled "The Exchange Offer--Certain Conditions to the Exchange Offer".
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Outstanding Notes in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
This Letter of Transmittal is to be completed by a holder of Outstanding
Notes either if certificates are to be forwarded herewith or if a tender of
certificates for 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 "Book-Entry Transfer Facility") 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
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tender of their Outstanding Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility (a "Book-Entry Confirmation") and deliver all other
documents required by this Letter of Transmittal to the Exchange Agent on or
prior to the Expiration Date, may tender their Outstanding Notes according to
the guaranteed delivery procedures set forth in the Prospectus under the section
entitled "The Exchange Offer--Guaranteed Delivery Procedures".
Holders who wish to tender their Outstanding Notes must complete this
Letter of Transmittal in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE 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
(See instructions 2, 3 and 8)
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Name(s) and Address(es) Outstanding Note(s) Tendered
of Registered Holder(s) (Attach additional signed list if necessary)
(Please fill in if
blank)
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Title of Securities Aggregate Principal Principal Amount of
and Certificate Amount of Outstanding Outstanding Notes
Number(s)(1) Notes Tendered(2) (must be in
denominations of $1,000 or
integral multiples
thereof)
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Total
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(1) Certificate numbers not required if Outstanding Notes are being tendered
by book-entry transfer.
(2) Unless otherwise indicated, a holder will be deemed to have tendered all
of the Outstanding Notes represented in the Aggregate Principal column.
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|_| CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ______________________________________
Account Number: ______________________________________
Transaction Code Number: ______________________________________
|_| 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(s) of Registered Holder(s): ______________________________________
Window Ticket Number (if any): ______________________________________
Date of Execution of Notice of Guaranteed Delivery:
_____________________________
|_| 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: ________________________________________________
________________________________________________
________________________________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the aggregate principal amount of
Outstanding Notes indicated above. 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.
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 Issuer all right, title and interest in
and to such Outstanding Notes as are being tendered hereby. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as the
agent of the Issuer with respect to the tendered Outstanding Notes with full
power of substitution to (i) deliver certificates for such Outstanding Notes to
the Issuer and deliver all accompanying evidences of transfer and authenticity
to, or upon the order of, the Issuer, (ii) present such Outstanding Notes for
transfer on the books of the Issuer and (iii) receive for the account of the
Issuer all benefits and otherwise exercise all rights of the beneficial
ownership of such Outstanding Notes, all in accordance with the terms of the
Exchange Offer. The power of attorney granted in this paragraph shall be deemed
to be irrevocable and coupled with an interest.
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 Issuer 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 Issuer. The undersigned hereby further represents that (i) any Exchange
Notes acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, (ii) neither the
holder nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such Exchange Notes and (iii)
neither the holder nor any such other person is an "affiliate", as described in
Rule 405 under the Securities Act of 1933 (the "Securities Act"), of the Issuer.
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 Exchange
Notes for its own account in exchange for Outstanding Notes, it represents that
the Outstanding Notes to be exchanged for Exchange Notes were acquired by it as
a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes pursuant to
the Exchange Offer; 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 Issuer to be necessary or
desirable to complete the assignment, transfer and sale 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 or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in the
instructions contained in this Letter of Transmittal.
5
For the purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted validly tendered Outstanding Notes when, as and if the Issuer has given
oral or written notice thereof to the Exchange Agent.
If any tendered Outstanding Notes are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted
Outstanding Notes will be returned (or, in the case of Outstanding Notes
tendered by book-entry transfer through the Book-Entry Transfer Facility, will
be credited to an account maintained at the Book-Entry Transfer Facility),
without expense, to the undersigned at the address shown below or at a different
address as may be indicated herein under the "Special Delivery Instructions" as
promptly as practicable after the Expiration Date.
The undersigned understands that tenders of Outstanding Notes pursuant to
the procedures described under the section entitled "The Exchange
Offer--Procedures for Tendering Outstanding Notes" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Issuer upon the terms and subject to the conditions of the Exchange
Offer.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding Notes
not exchanged) in the name(s) of the undersigned or, in the case of a book-entry
delivery of Outstanding Notes, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. 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 above in the box entitled "Description of
Outstanding Notes". In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Outstanding Notes
accepted for exchange in the name(s) of, and return any certificates for
Outstanding Notes not tendered or not exchanged to, the person(s) so indicated.
The undersigned understands that the Issuer has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Outstanding Notes from the name of the registered holder(s) thereof if the
Issuer does not accept for exchange any of the Outstanding Notes so tendered.
The undersigned, by completing the box entitled "Description of
Outstanding Notes" above and signing this Letter of Transmittal, will be deemed
to have tendered the Outstanding Notes as set forth in such box above.
6
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PLEASE SIGN HERE
(To be completed by all tendering holders)
(Complete accompanying Substitute Form W-9 on reverse side)
I hereby tender the Outstanding Notes described above in the box entitled
"Description of Outstanding Notes" pursuant to the terms of the Exchange Offer.
, 199
- -------------------------------- ------------------------ --
, 199
- -------------------------------- ------------------------ --
, 199
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Signature(s) of Owner(s) Date
If a holder is tendering any Outstanding Notes, this Letter of Transmittal
must be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Outstanding Notes or on a security position listing or by
any person(s) authorized to become registered 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 4.
Name(s): _____________________________________________
(please type or print)
Capacity: _____________________________________________
Address: ______________________________________________
______________________________________________
(include zip code)
SIGNATURE GUARANTEE
(If required by Instruction 4)
Signature(s) guaranteed by an Eligible Institution:
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(authorized signature)
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(title)
---------------------------------------
(name of firm)
---------------------------------------
(area code and telephone number)
Dated: __________________, 199_
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4 and 5)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be issued in the name of and sent to someone other
than the person or person(s) whose signature(s) appear(s) on this Letter of
Transmittal above, or if Outstanding Notes delivered by book-entry transfer
which are not accepted for exchange are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than the account indicated
above.
Issue Exchange Notes and/or Outstanding Notes to:
Name: __________________________________________________
(please type or print)
_________________________________________________
(please type or print)
Address: _______________________________________________
_______________________________________________
(include zip code)
________________________________________________________
Employer Identification or Social Security Number
(Complete Substitute Form W-9)
Credit unexchanged Outstanding Notes delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below:
_____________________________________________________________
(Book-Entry Transfer Facility account number, if applicable)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be sent to someone other than the person or persons
whose signature(s) appear(s) on this Letter of Transmittal above or to such
person or persons at an address other than shown in the box entitled
"Description of Outstanding Notes" on this Letter of Transmittal above.
Mail Exchange Notes and/or Outstanding Notes to:
Name: ________________________________________________
(please type or print)
Address: _____________________________________________
_____________________________________________
(include zip code)
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX ABOVE.
THIS LETTER OF TRANSMITTAL MUST BE USED TO FORWARD, AND MUST ACCOMPANY, ALL
CERTIFICATES FOR OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER.
9
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter of Transmittal and Certificates. This Letter of
Transmittal is to be completed by holders 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. 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 copy
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 $1,000 or integral multiples thereof.
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 the delivery will be deemed made only when actually
received or confirmed by the Exchange Agent. If Outstanding Notes are sent by
mail, it is suggested that the mailing be made sufficiently in advance of the
Expiration Date to permit delivery to the Exchange Agent prior to the Expiration
Date. No Letter of Transmittal or Outstanding Notes should be sent to the
Issuer.
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available, (ii) cannot deliver their
Outstanding Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Expiration Date or (iii) who cannot
comply with the procedures for book entry tender on a timely basis must tender
their Outstanding Notes according to the guaranteed delivery procedures set
forth in the Prospectus. Pursuant to such procedures: (x) such tender must be
made through an Eligible Institution (as defined below); (y) prior to the
Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by telegram, telex, fax transmission, or mail or hand delivery) setting forth
the name and address of the holder, the certificate number(s) of the Outstanding
Notes to be tendered (except in the case of book-entry tenders) and the
principal amount of Outstanding Notes to be tendered, stating that the tender is
being made thereby and guaranteeing that, within three NYSE trading days after
the Expiration Date, this Letter of Transmittal (or a copy hereof) together with
the certificate(s) representing the Outstanding Notes (except in the case of
book-entry tender(s)) and any other required documents will be deposited by the
Eligible Institution with the Exchange Agent; and (z) such properly completed
and executed Letter of Transmittal (or a copy thereof), as well as all other
documents required by this Letter of Transmittal and the certificate(s)
representing all tendered Outstanding Notes in proper form for transfer or a
Book-Entry Confirmation with respect to such Outstanding Notes, must be received
by the Exchange Agent within three NYSE trading days after the Expiration Date,
all as provided in the Prospectus under the section entitled "The Exchange
Offer--Guaranteed Delivery Procedures". Any holder who wishes to tender its
Outstanding Notes pursuant to the guaranteed delivery procedures described above
must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
prior to the Expiration Date. As used in this Letter of Transmittal, "Eligible
Institution" shall mean a firm which is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.
All questions as to the validity, eligibility (including time of receipt),
acceptance and withdrawal of tendered Outstanding Notes will be determined by
the Issuer in its sole discretion, which determination will be final and
binding. The Issuer reserves the absolute right to reject any and all
10
Outstanding Notes not properly tendered or any Outstanding Notes the Issuer's
acceptance of which would, in the opinion of counsel for the Issuer, be
unlawful. The Issuer also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Outstanding Notes. The
Issuer's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Outstanding Notes must be cured within such time as
the Issuer shall determine. Neither the Issuer, the Exchange Agent nor any other
person shall be under any duty to give notification of defects or irregularities
with respect to tenders of Outstanding Notes, nor shall any of them incur any
liability for failure to give such notification. Tenders of Outstanding Notes
will not be deemed to have been made until such defects or irregularities have
been cured or waived. Any Outstanding 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
holders, unless otherwise provided in this Letter of Transmittal, as soon as
practicable following the Expiration Date.
See "The Exchange Offer" in the Prospectus.
2. Tender by Holder. Only a registered holder of Outstanding Notes may tender
such Outstanding Notes in the Exchange Offer. Any beneficial owner whose
Outstanding Notes are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee and who wishes to tender should contact the
registered holder promptly and instruct such registered holder to tender on
behalf of such beneficial owner. If such beneficial owner wishes to tender on
such owner's own behalf, such owner must, prior to completing and executing this
Letter of Transmittal and delivering such owner's Outstanding Notes, either make
appropriate arrangements to register ownership of the Outstanding Notes in such
owner's name or obtain a properly completed bond power from the registered
holder. The transfer of registered ownership may take considerable time.
3. Partial Tenders and Withdrawals. Tenders of Outstanding Notes will be
accepted only in denominations of $1,000 and integral multiples thereof. If less
than all of the Outstanding Notes represented by a certificate or owned by a
holder 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 -- Principal Amount of Outstanding Notes
Tendered". A reissued certificate representing the balance of non-tendered
Outstanding Notes will be sent to such tendering holder (except in the case of
book-entry tenders), unless otherwise provided in the appropriate box on this
Letter of Transmittal, promptly after the Expiration Date. All of the
Outstanding Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Any holder who has tendered Outstanding Notes may withdraw the tender by
delivering written notice of withdrawal to the Exchange Agent prior to the
Expiration Date. For a withdrawal to be effective, a written notice of
withdrawal must be received by the Exchange Agent at its address set forth on
the first page of this Letter of Transmittal. Any such notice of withdrawal must
(i) specify the name of the person having deposited the Outstanding Notes to be
withdrawn (the "Depositor"); (ii) identify the Outstanding Notes to be withdrawn
(including the certificate number or numbers and principal amount of such
Outstanding Notes (except in the case of book-entry tenders)); (iii) be signed
by the holder in the same manner as the original signature on this Letter of
Transmittal by which such Outstanding Notes were tendered (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee (as defined in the Prospectus) register the
transfer of such Outstanding Notes into the name of the person withdrawing the
tender, and (iv) specify the name in which any such Outstanding Notes are to be
registered, if different from that of the Depositor. If Outstanding Notes have
been delivered or otherwise identified to the Exchange Agent, the name of the
registered holder and the certificate numbers of the particular
11
Outstanding Notes withdrawn must also be furnished to the Exchange Agent as
aforesaid prior to the physical release of the withdrawn Outstanding Notes. If
the Outstanding Notes have been tendered pursuant to the procedures for
book-entry tender set forth in the Prospectus, a notice of withdrawal must
specify, in lieu of certificate numbers, the name and account number at the
Book-Entry Transfer Facility to be credited with the withdrawn Outstanding
Notes. Outstanding Notes properly withdrawn will thereafter be deemed not
validly tendered for purposes of the Exchange Offer; provided, however, that
withdrawn Outstanding Notes may be tendered by again following one of the
procedures herein at any time prior to the Expiration Date. All questions as to
the validity, form and eligibility (including time of receipt) of notice of
withdrawal will be determined by the Issuer, whose determinations will be final
and binding on all parties. Neither the Issuer, the Exchange Agent nor any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. See "The Exchange Offer -- Withdrawal Rights" in the
Prospectus.
4. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signature. If this Letter of Transmittal is signed by the
registered holder of the Outstanding Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the certificates (if
applicable) without any change whatsoever.
If any tendered Outstanding Notes are owned of record by two or more joint
owners, all 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 of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders 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 registered holder, then endorsements of
any certificates transmitted hereby or separate bond powers are required.
If this Letter of Transmittal is signed by a person other than the
registered 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 registered holder(s)
appear(s) on the certificate(s).
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 Issuer, proper evidence satisfactory to the Issuer of their authority to so
act must be submitted.
Endorsements on certificates for Outstanding Notes or signatures on bond
powers required by this Instruction 4 must be guaranteed by 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 such Outstanding Notes (which term, for purposes of the
Exchange Offer, includes any participant in the Book-Entry Transfer Facility
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" on this Letter of Transmittal; or (ii) for the account of an
Eligible Institution.
12
5. Special Issuance and Delivery Instructions. Tendering holders of Outstanding
Notes should indicate in the applicable box the name and address in or 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 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 the Book-Entry Transfer Facility as such holder may designate
hereon. If no such instructions are given, such Outstanding Notes not exchanged
will be returned to the name or address of the person signing this Letter of
Transmittal.
6. Transfer Taxes. The Issuer 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 registered 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 Issuer 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 directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter of Transmittal.
7. Waiver of Conditions. Subject to the terms and conditions set forth in the
Prospectus, the Issuer reserves the absolute right to waive satisfaction of any
or all conditions enumerated in the Prospectus.
8. 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.
Neither the Issuer nor any other person is obligated to give notice of
defects or irregularities in any tender, nor shall any of them incur any
liability for failure to give any such notice.
9. 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.
10. Requests 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 indicated on the first page of this Letter of Transmittal
or by telephone at (212)852-1663.
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IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a registered holder of Outstanding
Notes or Exchange Notes is required to provide the Trustee (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding. If
such holder is an individual, the TIN is his or her social security number. If
the Trustee is not provided with the correct TIN, a $50 penalty may be imposed
by the Internal Revenue Service, and payments made to such holder with respect
to Outstanding Notes or Exchange Notes may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Trustee a properly completed Internal Revenue Service Form W-8, signed under
penalties of perjury, attesting to that holder's exempt status. A Form W-8 can
be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 31% of
any payments made to the holder or other payee. Backup withholding is not an
additional U.S. federal income tax. Rather, the U.S. federal income 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 made with respect to Outstanding
Notes or Exchange Notes the holder is required to provide the Trustee with: (i)
the holder's correct TIN by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder is awaiting a
TIN) and that (A) such holder is exempt from backup withholding, (B) the holder
has not been notified by the Internal Revenue Service that the holder is subject
to backup withholding as a result of failure to report all interest or dividends
or (C) the Internal Revenue Service has notified the holder that the holder is
no longer subject to backup withholding and (ii) if applicable, an adequate
basis for exemption.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(see "Important Tax Information" above)
PAYER'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
SUBSTITUTE FORM W-9 Part I - PLEASE PROVIDE Social Security Number or
YOUR TIN IN THE BOX AT Employer Identification
Department of the RIGHT AND CERTIFY BY Number
Treasury Internal SIGNING AND DATING BELOW
Revenue Service ___________________________
Social Security Number
Payer's Request for
Taxpayer Identification or_________________________
Number (TIN) Employer Identification
Number
(if awaiting TIN write
"Applied For")
------------------------------------------------------
Part II - For Payees exempt from backup withholding,
see the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9
and complete as instructed therein.
- --------------------------------------------------------------------------------
Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because (i) I am exempt from backup
withholding, (ii) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of failure to
report all interest or dividends, or (iii) the IRS has notified me that I
am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS: You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE: DATE:
----------------------------------- -----------------------
NAME:
-----------------------------------
(Please Print)
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU UNDER THE OUTSTANDING NOTES OR THE EXCHANGE
NOTES.
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NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART I 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
31% of all reportable payments made to me prior to the time I provide a properly
certified taxpayer identification number to the Exchange Agent will be withheld
until I provide such a number.
SIGNATURE: DATE:
----------------------------------- -----------------------
- --------------------------------------------------------------------------------
IMPORTANT: This Letter of Transmittal or a copy hereof (together with the
Certificates for Outstanding Notes (if applicable)) and all other
required document(s) must be received by the Exchange Agent prior to
the Expiration Date.
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