EXHIBIT 99.1
LETTER OF TRANSMITTAL
With Respect to Tender of
Any and All Outstanding 7 1/4% Senior Notes due 2011
In Exchange For
7 1/4% Senior Notes due 2011
of
Varco International, Inc.
Pursuant to the prospectus dated ________, 2001
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
___________, 2001, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE.
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The exchange agent is:
THE BANK OF NEW YORK
By Registered or By Facsimile: By Hand or Overnight Courier:
Certified Mail: (212) 815-6339 The Bank of New York
The Bank of New York 101 Barclay Street
101 Barclay Street Confirm by Telephone: Reorganization Department - 7E
Reorganization Department - 7E (212) 815-5920 New York, New York 10286
New York, New York 10286
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL
NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The undersigned
acknowledges that he or she has received and reviewed the prospectus dated
____________, 2001, of Varco International, Inc., a Delaware corporation
("Varco" or the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange $1,000 principal amount of its 7 1/4% Senior Notes due 2011
(the "Exchange Notes") that have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for each $1,000 principal amount of its
outstanding 7 1/4% Senior Notes due 2011 (the "Old Notes"). Recipients of the
prospectus should read the requirements described in the prospectus with respect
to eligibility to participate in the Exchange Offer. Capitalized terms used but
not defined herein have the meaning given to them in the prospectus.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX
BELOW.
This Letter of Transmittal is to be used by a holder of Old Notes:
. if certificates representing tendered Old Notes are to be forwarded
herewith, or
. if a tender is made pursuant to the guaranteed delivery procedures in the
section of the prospectus entitled "The Exchange Offer (FF) Guaranteed
Delivery Procedures."
Holders that are tendering by book-entry transfer to the exchange agent's
account at DTC can execute the tender through the Automated Tender Offer Program
("ATOP") for which the Exchange Offer will be eligible. DTC participants that
are accepting the Exchange Offer must transmit their acceptance to DTC which
will verify the acceptance and execute a book-entry delivery to the exchange
agent's account at DTC. DTC will then send an
agent's message forming part of a book-entry transfer in which the participant
agrees to be bound by the terms of the Letter of Transmittal (an "Agent's
Message") to the exchange agent for its acceptance. Transmission of the Agent's
Message by DTC will satisfy the terms of the Exchange Offer as to execution and
delivery of a Letter of Transmittal by the participant identified in the Agent's
Message.
In order to properly complete this Letter of Transmittal, a holder of Old
Notes must:
. complete the box entitled, "Description of Old Notes Tendered;"
. if appropriate, check and complete the boxes relating to book-entry
transfer, guaranteed delivery, Special Issuance Instructions and Special
Delivery Instructions;
. sign the Letter of Transmittal by completing the box entitled "Sign Here;"
and
. complete the Substitute Form W-9.
Each holder of Old Notes should carefully read the detailed instructions below
prior to completing the Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange and
whose Old Notes are not immediately available or who cannot deliver their Old
Notes, this Letter of Transmittal and all other documents required hereby to the
exchange agent or complete the procedures for book-entry transfer on or prior to
the Expiration Date, must tender the Old Notes pursuant to the guaranteed
delivery procedures set forth in the section of the prospectus entitled "The
Exchange OfferGuaranteed Delivery Procedures." See Instruction 2. Delivery of
documents to DTC does not constitute delivery to the exchange agent. In order
to ensure participation in the Exchange Offer, Old Notes must be properly
tendered prior to the Expiration Date.
Holders of Old Notes who wish to tender their Old Notes for exchange must
complete columns (1) through (3) in box below entitled "Description of Old Notes
Tendered," and sign the box below entitled "Sign Here." If only those columns
are completed, such holder of Old Notes will have tendered for exchange all Old
Notes listed in column (3) below. If the holder of Old Notes wishes to tender
for exchange less than all of such Old Notes, column (4) must be completed in
full. In such case, such holder of Old Notes should refer to Instruction 5.
The Exchange Offer may be extended, terminated or amended, as provided in the
prospectus. During any such extension of the Exchange Offer, all Old Notes
previously tendered and not withdrawn pursuant to the Exchange Offer will remain
subject to such Exchange Offer. The Exchange Offer is scheduled to expire at
5:00 p.m., New York City time, on _________, 2001, unless extended by Varco.
The undersigned hereby tenders for exchange the Old Notes described in the box
entitled "Description of Old Notes Tendered" below pursuant to the terms and
conditions described in the prospectus and this Letter of Transmittal.
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DESCRIPTION OF OLD NOTES TENDERED
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(1) (2) (3) (4)
Aggregate
Name(s) and Address(es) of Principal Amount Principal Amount
registered holder(s) Certificate Represented by Tendered for
(Please fill in, if blank) Number(s) Certificate(s) Exchange (A)(B)
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Total Principal
Amount Tendered
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(A) Unless otherwise indicated in this column, any tendering holder will be deemed to have tendered the entire
principal amount represented by the Old Notes indicated in the column labeled "Aggregate Principal Amount
Represented by Certificate(s)." See Instruction 5.
(B) The minimum permitted tender is $1,000 in principal amount of Old Notes. All other tenders must be integral
multiples of $1,000.
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[_] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE
INSTITUTIONS ONLY):
Name(s) of Registered Holder(s)____________________________________________
Window Ticket Number (if any)______________________________________________
Date of Execution of Notice of Guaranteed Delivery_________________________
Name of Institution that guaranteed delivery_______________________________
Only registered holders are entitled to tender their Old Notes for exchange in
the Exchange Offer. Any financial institution that is a participant in DTC's
system and whose name appears on a security position listing as the record owner
of the Old Notes and who wishes to make book-entry delivery of Old Notes as
described above must complete and execute a participant's letter (which will be
distributed to participants by DTC) instructing DTC's nominee to tender such Old
Notes for exchange. Persons who are beneficial owners of Old Notes but are not
registered holders and who seek to tender Old Notes should:
. contact the registered holder of such Old Notes and instruct such
registered holder to tender on his or her behalf;
. obtain and include with this Letter of Transmittal, Old Notes properly
endorsed for transfer by the registered holder or accompanied by a
properly completed bond power from the registered holder, with signatures
on the endorsement or bond power guaranteed by a firm that is a member of
a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., a commercial bank or trading
company having an office in the United States or certain other eligible
guarantors (each, an "Eligible Institution"); or
. effect a record transfer of such Old Notes from the registered holder to
such beneficial owner and comply with the requirements applicable to
registered holders for tendering Old Notes prior to the Expiration Date.
See the section entitled "The Exchange Offer Procedures for Tendering" in the
prospectus.
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 Varco for exchange the Old Notes indicated above.
Subject to, and effective upon, acceptance for purchase of the Old Notes
tendered herewith, the undersigned hereby sells, assigns, transfers and
exchanges to Varco all right, title and interest in and to all such Old Notes
tendered for exchange hereby. The undersigned hereby irrevocably constitutes
and appoints the exchange agent as the true and lawful agent and attorney-in-
fact of the undersigned (with full knowledge that the exchange agent also acts
as agent of Varco) with respect to such Old Notes, with full power of
substitution and resubstitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to:
. deliver certificates representing such Old Notes, or transfer ownership
of such Old Notes on the account books maintained by DTC, together, in
each such case, with all accompanying evidences of transfer and
authenticity to Varco;
. present and deliver such Old Notes for transfer on the books of Varco;
and
. receive all benefits or otherwise exercise all rights and incidents of
beneficial ownership of such Old Notes, all in accordance with the terms
of the Exchange Offer.
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, Varco 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 also
warrants that it will, upon request, execute and deliver any additional
documents deemed by the exchange agent or Varco 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 the book-entry
transfer facility. The undersigned further agrees that acceptance of any and
all validly tendered Old Notes by Varco and the issuance of Exchange Notes in
exchange therefor shall constitute performance in full by Varco of its
obligations under the Registration Rights Agreement.
By tendering, each holder of Old Notes represents that the Exchange Notes
acquired in the exchange will be obtained in the ordinary course of such
holder's business, that such holder has no arrangement with any person to
participate in the distribution of such Exchange Notes, that such holder is not
an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act and that such holder is not participating in, and does not intend
to participate in, a distribution of the Exchange Notes. Any holder of Old
Notes who is an affiliate of the Company or who tenders Old Notes in the
Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes cannot rely on the position of the staff of the Securities and
Exchange Commission (the "Commission") enunciated in its series of interpretive
"no-action" letters with respect to exchange offers and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction.
If the undersigned is not a broker-dealer, the undersigned represents that it
is not engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer holding Old Notes that were
acquired for its own account 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 Exchange
Notes received in respect of such Old Notes pursuant to the Exchange Offer,
however, by so acknowledging and by delivering a prospectus in connection with
the exchange of Old Notes, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
All authority conferred or agreed to be conferred pursuant to this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy, and personal and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. Old Notes properly tendered may be withdrawn at any time prior to
the Expiration Date in accordance with the terms of this Letter of Transmittal.
The Exchange Offer is subject to certain conditions, each of which may be
waived or modified by Varco, in whole or in part, at any time and from time to
time, as described in the prospectus under the caption "The Exchange
OfferConditions." The undersigned recognizes that as a result of such conditions
Varco may not be required to accept for exchange, or to issue Exchange Notes in
exchange for, any of the Old Notes properly tendered hereby. In such event, the
tendered Old Notes not accepted for exchange will be returned to the undersigned
without cost to the
undersigned at the address shown below the undersigned's signature(s) unless
otherwise indicated under "Special Issuance Instructions" below.
Unless otherwise indicated under "Special Issuance Instructions" below, please
return any certificates representing Old Notes not tendered or not accepted for
exchange in the name(s) of the holder(s) appearing under "Description of Old
Notes Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail any certificates representing Old Notes not tendered
or not accepted for exchange (and accompanying document, as appropriate) to the
address(es) of the holder(s) appearing under "Description of Old Notes
Tendered." In the event that both the "Special Issuance Instructions" and the
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Old Notes accepted
for exchange in the name(s) of, and return any Old Notes not tendered or not
accepted for exchange to, the person or persons so indicated. Unless otherwise
indicated under "Special Issuance Instructions," in the case of a book-entry
delivery of Old Notes, please credit the account maintained at DTC with any Old
Notes not tendered or not accepted for exchange. The undersigned recognizes
that Varco does not have any obligation pursuant to the Special Issuance
Instructions, to transfer any Old Notes from the name of the holder thereof if
Varco does not accept for exchange any of the Old Notes so tendered or if such
transfer would not be in compliance with any transfer restrictions applicable to
such Old Notes.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if (i) Exchange Notes issued for Old Notes,
certificates for Old Notes in a principal amount not exchanged for Exchange
Notes, or Old Notes (if any) not tendered for exchange are to be issued in the
name of someone other than the undersigned, or (ii) Old Notes tendered by book-
entry transfer which are not exchanged are to be returned by credit to an
account maintained at DTC other than the account indicated above.
Issue to:
Name:___________________________________________________________________________
(Please Print)
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Taxpayer Indentification or Social Security Number)
Credit Old Notes not exchanged and delivered by book-entry transfer to the
DTC account set forth below:
________________________________________________________________________________
(Account Number)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the Exchange Notes issued for Old Notes,
certificates for Old Notes in a principal amount not exchanged for Exchange
Notes, or Old Notes (if any) not tendered for exchange are to be sent to someone
other than the undersigned or to the undersigned at an address other than that
shown above.
Mail to:
Name:___________________________________________________________________________
(Please Print)
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Taxpayer Identification or Social Security Number)
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SIGN HERE TO TENDER YOUR OLD NOTES IN THE EXCHANGE OFFER
_______________________________________________________________________________
_______________________________________________________________________________
Signature(s) of holder(s) of Old Notes
Dated:_________________________________________________________________________
(Must be signed by the registered holder(s) of Old Notes exactly as name(s)
appear(s) on certificate(s) representing the Old Notes or on a security position
listing or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted herewith. If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 6.)
Capacity (Full Title)__________________________________________________________
Name(s)________________________________________________________________________
(Please type or Print)
Address________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number_________________________________________________
Tax Identification or Social Security No.______________________________________
GUARANTEE OF SIGNATURE(S)
(If required -- see Instructions 1 and 6)
Authorized Signature___________________________________________________________
Name___________________________________________________________________________
(Please Type or Print)
Title__________________________________________________________________________
Name of Firm___________________________________________________________________
Address________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number_________________________________________________
Dated:_________________________________________________________________________
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF
TRANSMITTAL
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Guarantee of Signatures. Signatures on this Letter of Transmittal need not
be guaranteed if the Old Notes tendered hereby are tendered:
. by the registered holder(s) of Old Notes thereof, unless such holder has
completed either the box entitled "Special Issuance Instructions" or the
box entitled "Special Delivery Instructions" above; or
. to the account of a firm that is an Eligible Institution.
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. Persons who are beneficial owners of Old
Notes but are not the registered holder(s) and who seek to tender Old Notes for
exchange should:
. contact the registered holder(s) of such Old Notes and instruct such
registered holder(s) to tender on such beneficial owner's behalf;
. obtain and include with this Letter of Transmittal, Old Notes properly
endorsed for transfer by the registered holder(s) or accompanied by a
properly completed bond power from the registered holder(s) with signatures
on the endorsement or bond power guaranteed by an Eligible Institution; or
. effect a record transfer of such Old Notes from the registered holder(s) to
such beneficial owner and comply with the requirements applicable to
registered holder(s) for tendering Old Notes for exchange prior to the
Expiration Date. See Instruction 6.
2. Delivery of this Letter of Transmittal and Certificates for Old Notes or
Book-Entry Confirmations; Guaranteed Delivery Procedures. This Letter of
Transmittal is to be completed by registered holder(s) if certificates
representing Old Notes are to be forwarded herewith. All physically delivered
Old Notes, as well as a properly completed and duly executed Letters of
Transmittal (or manually signed facsimile thereof) and any other required
documents, must be received by the exchange agent at its address set forth on
the cover of this Letter of Transmittal prior to the Expiration Date or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Delivery of the documents to DTC does not constitute delivery to the
exchange agent.
The method of delivery of this Letter of Transmittal, Old Notes and all other
required documents to the exchange agent is at the election and risk of the
holder thereof. If such delivery is by mail, it is suggested that holders use
properly insured registered mail, return receipt requested, and that the mailing
be sufficiently in advance of the Expiration Date, to permit delivery to the
exchange agent prior to such date. Except as otherwise provided below, the
delivery will be deemed made when actually received or confirmed by the exchange
agent. This Letter of Transmittal and Old Notes tendered for exchange should be
sent only to the exchange agent, not to Varco.
A holder who desires to tender Old Notes for exchange and who cannot comply
with the procedures set forth herein for tender on a timely basis or whose Old
Notes are not immediately available must comply with the guaranteed delivery
procedures described below.
If holders desire to tender Old Notes for exchange pursuant to the Exchange
Offer and:
. certificates representing such Old Notes are not lost but are not
immediately available;
. time will not permit this Letter of Transmittal, certificates representing
Old Notes or other required documents to reach the exchange agent prior to
the Expiration Date; or
. the procedures for book-entry transfer cannot be completed prior to the
Expiration Date,
such holder may effect a tender of Old Notes for exchange in accordance with the
guaranteed delivery procedures set forth in the prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures."
Pursuant to the guaranteed delivery procedures:
(a) such tender must be made by or through an Eligible Institution
(defined as 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
institution that is a recognized member in good standing of a Medallion
Signature Guarantee Program recognized by the exchange agent, i.e., the
Securities Transfer Agent's Medallion Program, the Stock Exchange's Medallion
Program and the New York Stock Exchange's Medallion Signature Program);
(b) prior to the Expiration Date, the exchange agent must have received
from such Eligible Institution, at one of the addresses of the exchange agent
set forth herein, a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile, mail or hand delivery) substantially in the form
provided by Varco setting forth the name(s) and address(es) of the registered
holder(s) of such Old Notes, the certificate number(s) and the principal
amount of Old Notes being tendered for exchange and stating that the tender is
being made thereby and guaranteeing that, within three (3) New York Stock
Exchange trading days after the Expiration Date, a properly completed and duly
executed Letter of Transmittal, or a facsimile thereof, together with
certificates representing the Old Notes (or confirmation of book-entry
transfer of such Old Notes into the exchange agent's account with DTC and an
Agent's Message) and any other documents required by this Letter of
Transmittal and the instructions hereto, will be deposited by such Eligible
Institution with the exchange agent; and
(c) this Letter of Transmittal or a facsimile thereof, properly completed
together with duly executed certificates for all physically delivered Old
Notes in proper form for transfer (or confirmation of book-entry transfer of
such Old Notes into the exchange agent's account with DTC as described above)
and all other required documents must be received by the exchange agent within
three (3) New York Stock Exchange trading days after the date of the Notice of
Guaranteed Delivery.
All tendering holders, by execution of this Letter of Transmittal, waive any
right to receive any notice of the acceptance of their Old Notes for exchange.
3. Inadequate Space. If the space provided in the box entitled "Description
of Old Notes Tendered" above is adequate, the certificate numbers and principal
amounts of Old Notes tendered should be listed on a separate signed schedule
affixed hereto.
4. Withdrawal of Tenders. A tender of Old Notes may be withdrawn at any time
prior to the Expiration Date by delivery of written or facsimile (receipt
confirmed by telephone) notice of withdrawal to the exchange agent at the
address set forth on the cover of this Letter of Transmittal. To be effective,
a notice of withdrawal must:
. specify the name of the person having tendered the Old Notes to be
withdrawn (the "Depositor");
. identify the Old Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Old Notes);
. include a statement that such holder is withdrawing his election to have
such Old Notes exchanged;
. be signed by the holder in the same manner as the original signature on the
Letter of Transmittal by which such Old Notes were tendered or as otherwise
described above (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the trustee under
the Indenture register the transfer of such Old Notes into the name of the
person withdrawing the tender;
. specify the name in which any such Old Notes are to be registered, if
different from that of the Depositor; and
. if applicable because the Old Notes have been tendered under the book-entry
procedures, specify the name and number of the participant's account at DTC
to be credited, if different from that of the person having tendered the
Old Notes to be withdrawn.
The exchange agent will return the properly withdrawn Old Notes promptly
following receipt of notice of withdrawal. All questions as to the validity of
notices of withdrawals, including, time of receipt, will be determined by Varco
and such determination will be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Old Notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the holder thereof without cost to such holder (or, in the case of
Old Notes tendered by book-entry transfer into the exchange agent's account at
the book-entry transfer facility pursuant to the book-entry transfer procedures
described above, such Old Notes will be credited to an account with such book-
entry transfer facility specified by the holder) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. Properly
withdrawn Old Notes may be retendered by following one of the procedures
described under the caption "The Exchange Offer--Procedures for Tendering" in
the prospectus at any time prior to the Expiration Date.
5. Partial Tenders (Not Applicable To Holders Of Old Notes Who Tender By
Book-Entry Transfer). Tenders of Old Notes will be accepted only in integral
multiples of $1,000 principal amount. If a tender for exchange is to be made
with respect to less than the entire principal amount of any Old Notes, fill in
the principal amount of Old Notes which are tendered for exchange in column (4)
of the box entitled "Description of Old Notes Tendered," as more fully described
in the footnotes thereto. In the case of a partial tender for exchange, a new
certificate, in fully registered form, for the remainder of the principal amount
of the Old Notes, will be sent to the holders of Old Notes unless otherwise
indicated in the boxes entitled "Special Issuance Instructions" or "Special
Delivery Instructions" above, as soon as practicable after the expiration or
termination of the Exchange Offer.
6. Signatures on This Letter of Transmittal; Bond Powers and Endorsements.
If this Letter of Transmittal is signed by the holder(s) of the Old Notes
tendered for exchange hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
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 any
tendered Old Notes are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal and any necessary or required documents as there are names
in which certificates are held.
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 proper evidence satisfactory to
Varco of its authority so to act must be submitted, unless waived by Varco.
If this Letter of Transmittal is signed by the holder(s) of the Old Notes
listed and transmitted hereby, no endorsements of certificates or separate bond
powers are required unless certificates for Old Notes not tendered or not
accepted for exchange are to be issued or returned in the name of a person other
than for the holder(s) thereof. Signatures on such certificates must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the Old Notes, the certificates representing such Old Notes must be
properly endorsed for transfer by the registered holder or be accompanied by a
properly completed bond power from the registered holder, in either case signed
by such registered holder(s) exactly as the name(s) of the registered holder(s)
the Old Notes appear(s) on the certificates. Signatures on the endorsement or
bond power must be guaranteed by an Eligible Institution (unless signed by an
Eligible Institution).
7. Transfer Taxes. Except as set forth in this Instruction 7, Varco will pay
or cause to be paid any transfer taxes applicable to the exchange of Old Notes
pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any
reason other than the exchange of Old Notes pursuant to the Exchange Offer, then
the amount of any transfer taxes (whether imposed on the registered holder(s) or
any other persons) will be payable by the tendering holder. If satisfactory
evidence of the payment of such taxes or exemptions therefrom is not submitted
with this Letter of Transmittal, the amount of such transfer taxes will be
billed directly to such tendering holder.
8. Special Issuance and Delivery Instructions. If the Exchange Notes are to
be issued or if any Old Notes not tendered or not accepted for exchange are to
be issued or sent to a person other than the person(s) signing this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed. Holders of Old Notes
tendering Old Notes by book-entry transfer may request that Old Notes not
accepted for exchange be credited to such account maintained at DTC as such
holder may designate.
9. Irregularities. All questions as to the forms of all documents and the
validity of (including time of receipt) and acceptance of the tenders and
withdrawals of Old Notes will be determined by Varco, in its sole discretion,
which determination shall be final and binding. Alternative, conditional or
contingent tenders will not be considered valid. Varco reserves the absolute
right to reject any or all tenders of Old Notes that are not in proper form or
the acceptance of which would, in Varco's opinion, be unlawful. Varco also
reserves the right to waive any defects, irregularities or conditions of tender
as to particular Old Notes. Varco's interpretations of the terms and conditions
of the Exchange Offer (including the instructions in this Letter of Transmittal)
will be final and binding. Any defect or irregularity in connection with
tenders of Old Notes must be cured within such time as Varco determines, unless
waived by Varco. Tenders of Old Notes shall not be deemed to have been made
until all defects or irregularities have been waived by Varco or cured. Neither
Varco, the exchange agent, nor any other person will
be under any duty to give notice of any defects or irregularities in tenders of
Old Notes, or will incur any liability to registered holders of Old Notes for
failure to give such notice.
10. Waiver of Conditions. To the extent permitted by applicable law, Varco
reserves the right to waive any and all conditions to the Exchange Offer as
described under "The Exchange Offer--Conditions" in the prospectus, and accept
for exchange any Old Notes tendered.
11. Tax Identification Number and Backup Withholding. Federal income tax law
generally requires that a holder of Old Notes whose tendered Old Notes are
accepted for exchange or such holder's assignee (in either case, the "Payee"),
provide the exchange agent (the "Payor") with such Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is such Payee's social security number. If the Payor is not
provided with the correct TIN or an adequate basis for an exemption, such Payee
may be subject to a $50 penalty imposed by the Internal Revenue Service and
backup withholding in an amount equal to 31% of the gross proceeds received
pursuant to the Exchange Offer. If withholding results in an overpayment of
taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's correct
TIN by completing the "Substitute Form W-9" set forth herein, certifying that
the TIN provided is correct (or that such Payee is awaiting a TIN) and that:
. the Payee is exempt from backup withholding;
. the Payee has not been notified by the Internal Revenue Service that such
Payee is subject to backup withholding as a result of a failure to report
all interest or dividends; or
. the Internal Revenue Service has notified the Payee that such Payee is no
longer subject to backup withholding.
If the Payee does not have a TIN, such Payee should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9, and
sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number set forth herein. If the Payee does not provide such
Payee's TIN to the Payor within 60 days, backup withholding will begin and
continue until such Payee furnishes such Payee's TIN to the Payor. Note:
Writing "Applied For" on the form means that the Payee has already applied for a
TIN or that such Payee intends to apply for one in the near future.
If Old Notes are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
must enter its correct TIN in Part I of the Substitute Form W-9, write "Exempt"
in Part 2 of such form and sign and date the form. See the W-9 Guidelines for
additional instructions. In order for a nonresident alien or foreign entity to
qualify as exempt, such person must submit a completed Form W-8, "Certificate of
Foreign Status," signed under penalty of perjury attesting to such exempt
status. Such form may be obtained from the Payor.
12. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder of Old Notes
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the exchange agent at the address or telephone number set forth on the cover of
this Letter of Transmittal for further instructions.
13. Requests for Assistance or Additional Copies. Requests for assistance or
for additional copies of the prospectus, this Letter of Transmittal, the Notice
of Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be directed to the exchange
agent at its address set forth on the cover of this Letter of Transmittal.
IMPORTANT- This Letter of Transmittal, together with certificates for tendered
Old Notes and all other required documents, with any required signature
guarantees and all other required documents must be received by the exchange
agent prior to the Expiration Date.
PAYOR'S NAME: THE BANK OF NEW YORK
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Part 1 - PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND TIN____________________
SUBSTITUTE CERTIFY BY SIGNING AND DATING (Social Security Number or
Form W-9 BELOW Employer Identification Number)
-----------------------------------------------------------------------------
Part 2 - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
PLEASE WRITE "EXEMPT" HERE
(SEE INSTRUCTIONS)________________________________________
Department of Part 3 - CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY
the Treasury THAT (1) The number shown on this form is my correct TIN (or I
Internal am waiting for a number to be issued to me), and (2) I am not
Revenue Service subject to backup withholding 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
Payor's Request for no longer subject to backup withholding.
Taxpayer Identification
Number ("TIN") THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO
and Certification ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
REQUIRED TO AVOID BACK-UP WITHHOLDING
SIGNATURE___________________ DATE_________________
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You must cross out item (2) of Part 3 above if you have been notified by
the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART 1 OF THE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and that I mailed or delivered an application to receive
a taxpayer identification number to the appropriate Internal Revenue Service
Center or Social Security Administrative Office (or I intend to mail or deliver
an application in the near future). I understand that if I do not provide a
taxpayer identification number to the Payor within 60 days, the Payor is
required to withhold 31 percent of all cash payments made to me thereafter until
I provide a number.
Signature______________________________________ Date____________________
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-
9 FOR ADDITIONAL DETAILS.