LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
11 1/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2008
OF
COYNE INTERNATIONAL ENTERPRISES CORP.
PURSUANT TO THE PROSPECTUS DATED , 1998
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON____________, 1998
UNLESS EXTENDED
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To: IBJ Schroder Bank & Trust Company, The Exchange Agent
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By registered or certified mail: By Facsimile: (212) 858-2611
IBJ Schroder Bank & Trust Company
P.O. Box 84
Bowling Green Station
New York, NY 10274-0084 Confirm by telephone: (212) 858-2103
Attn: Reorganization Department
By Overnight Courier or hand delivery
IBJ Schroder Bank & Trust Company
One State Street
New York, NY 10004
Attn: Securities Processing Window, Subcellar 1(SC-1)
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE PROSPECTUS (AS DEFINED BELOW) AND 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 Coyne International Enterprises Corp., Blue Ridge Textile
Manufacturing, Inc., Clean Towel Service, Inc., Ohio Garment Rental, Inc., and
Midway-CTS Buffalo, Ltd. (collectively, the "Company") and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe the Company's
offer (the "Exchange Offer") to exchange $1,000 principal amount of its 11 1/4%
Series B Senior Subordinated Notes due 2008 (the "Exchange Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement, for each $1,000 principal amount of
its outstanding 11 1/4% Series A Senior Subordinated Notes due 2008 (the
"Initial Notes"), of which $75,000,000 principal amount is outstanding. The term
"Expiration Date" shall mean 5:00 p.m., New York City time, on , 1998, unless
the Company, in its sole discretion, extends the Exchange Offer, in which case
the term shall mean the latest date and time to which the Exchange Offer is
extended. The term "Holder" with respect to the Exchange Offer means any person
in whose name Initial Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder. Capitalized terms used but not defined herein have the
respective meanings set forth in the Prospectus.
This Letter of Transmittal is to be used by holders of Initial Notes if (i)
certificates representing the Initial Notes are to be physically delivered to
the Exchange Agent herewith, (ii) tender of the Notes is to be made by book
entry transfer to the Exchange Agent's account at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Prospectus under the caption "The Exchange Offer--Procedures for Tendering" by
any financial institution that is a participant in the Book-Entry Transfer
Facility and whose name appears on a security position listing as the owner of
Notes (such participants acting on behalf of holders, are referred to herein,
together with such holders, as "Authorized Holders") or (iii) tender of the
Initial Notes is to be made according to the guaranteed delivery procedures
described in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Deliver Procedures." See Instruction 2. Delivery of documents to the Book-
Entry Transfer Facility does not constitute delivery to the Exchange Agent.
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 Initial Notes must
complete this letter in its entirety.
[_] CHECK HERE IF INITIAL NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER ARE
ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE 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:________________________________________________________
Principal Amount of Tendered Initial Notes:_____________________________________
If Holders desire to tender Initial Notes pursuant to the Exchange Offer
and (i) time will not permit this Letter of Transmittal, certificates
representing Initial Notes or other required document to reach the Exchange
Agent prior to the Expiration Date, or (ii) the procedures for book-entry
transfer cannot be completed prior to the Expiration Date, such Holders may
effect a tender of such Initial Notes in accordance with the guaranteed delivery
procedures set forth in the prospectus under the caption "The Exchange Offer--
Guaranteed Delivery Procedures." See Instruction 2 below.
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[_] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING (SEE INSTRUCTION 2):
Name of Registered or Acting Holder(s):_________________________________________
Window Ticket No. (if any):_____________________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________________
Name of Eligible Institution
that Guaranteed Delivery:_______________________________________________________
If Delivered by Book-Entry Transfer,
the 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.
PLEASE NOTE: THE COMPANY HAS AGREED THAT, FOR A PERIOD ENDING ON THE EARLIER OF:
(1) 180 DAYS FROM THE DATE ON WHICH THE EXCHANGE OFFER REGISTRATION STATEMENT IS
DEEMED EFFECTIVE OR (2) THE DATE ON WHICH A PARTICIPATING BROKER-DEALER IS NO
LONGER REQUIRED TO DELIVER A PROSPECTUS IN CONNECTION WITH MARKET MAKING OR
OTHER TRADING ACTIVITIES, IT WILL MAKE COPIES OF THE PROSPECTUS AVAILABLE TO ANY
PARTICIPATING BROKER-DEALER FOR USE IN CONNECTION WITH RESALES OF THE EXCHANGE
NOTES; PROVIDED, HOWEVER, THAT THE COMPANY HAS NO OBLIGATION TO AMEND OR
SUPPLEMENT THE PROSPECTUS UNLESS IT HAS RECEIVED WRITTEN NOTICE FROM A
PARTICIPATING BROKER-DEALER OF ITS PROSPECTUS DELIVERY REQUIREMENTS UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WITHIN FIFTEEN BUSINESS DAYS
FOLLOWING CONSUMMATION OF THE EXCHANGE OFFER.
Name:___________________________________________________________________________
Address:________________________________________________________________________
Attention:______________________________________________________________________
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List below the Initial Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and principal
amount of Initial Notes should be listed on a separate signed schedule affixed
hereto.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
BOX 1
DESCRIPTION OF 11 1/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2008
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AGGREGATE
PRINCIPAL PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES OF AMOUNT TENDERED (MUST BE
REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY AN INTEGRAL
(PLEASE FILL IN, IF BLANK) NUMBER(S)* CERTIFICATE(S) MULTIPLE OF $1,000)**
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TOTAL
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* Need not be completed by Holders tendering by book-entry transfer.
** Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holder of 11 1/4% Series A Senior Subordinated Notes due 2008
will be deemed to have tendered the entire aggregate principal amount
represented by the column labeled "Aggregate Principal Amount Represented
by Certificate(s)." If the space provided above is inadequate, list the
certificate numbers and principal amounts on a separate signed schedule and
affix the list to this Letter of Transmittal.
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The minimum permitted tender is $1,000 in principal amount of 11 1/4% Series A
Senior Subordinated Notes due 2008. All other tenders must be in integral
multiples of $1,000.
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BOX 2 BOX 3
SPECIAL REGISTRATION SPECIAL DELIVERY
INSTRUCTIONS INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7) (SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for To be completed ONLY if certificates for
Initial Notes in a principal amount not Initial Notes in a principal amount not
tendered, or Exchange Notes issued in tendered, or Exchange Notes issued in
exchange for Initial Notes accepted for exchange for Initial Notes accepted for
exchange, are to be issued in the name of exchange, are to be sent to someone other
someone other than the undersigned. than the undersigned, or to the undersigned
at an address other than that shown above.
Name____________________________________ Name__________________________________________
(Please Print) (Please Print)
Address_________________________________ Address_______________________________________
(Include Zip Code) Include Zip Code)
(Tax Identification or Social Security (Tax Identification or Social Security
Number) Number)
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BOX 4
BROKER-DEALER STATUS
[_] Check this box if the Beneficial Owner of the Initial Notes is a
Participating Broker-Dealer and such Participating Broker-Dealer acquired
the Initial Notes for its own account as a result of market-making
activities or other trading activities. IF THIS BOX IS CHECKED, PLEASE SEND
A COPY OF THIS LETTER OF TRANSMITTAL TO DONALD F.X. KEEGAN, CHIEF FINANCIAL
OFFICER OF THE COMPANY, VIA FACSIMILE: (315) 475-9978. THE TENDER OF
INITIAL NOTES VIA AGENT'S MESSAGE WILL NOT CONSTITUTE NOTICE TO THE COMPANY
OF A HOLDER'S STATUS AS A PARTICIPATING BROKER-DEALER. PARTICIPATING
BROKER-DEALERS DESIRING TO PROVIDE SUCH NOTICE MUST STILL DO SO IN WRITING
WITHIN FIFTEEN BUSINESS DAYS FOLLOWING THE CONSUMMATION OF THE EXCHANGE
OFFER.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Coyne International Enterprises Corp., Blue Ridge Textile
Manufacturing, Inc., Clean Towel Service, Inc., Ohio Garment Rental, Inc., and
Midway-CTS Buffalo, Ltd. (collectively, the "Company"), the principal amount of
Initial Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of Initial Notes tendered in accordance with this Letter of Transmittal,
the undersigned exchange, assigns and transfers to,
5
or upon the order of, the Company all right, title and interest in and to the
Initial Notes 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 Company in
connection with its Exchange Offer) with respect to the tendered Initial Notes
with the full power of substitution to (i) present such Initial Notes and all
evidences of transfer and authenticity to, or transfer ownership of, such
Initial Notes on the account books maintained by the Book-Entry Transfer
Facility to, or upon, the order of, the Company, (ii) deliver certificates for
such Initial Notes to the Company and deliver all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company, (iii) present
such Initial Notes for transfer on the books of the Company and receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Initial Notes and (iv) otherwise to cause such Initial Notes to be exchanged,
assigned and transferred, all in accordance with the terms of the Exchange
Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Initial
Notes tendered hereby and that the Company will acquire good, valid and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims, when the same are
acquired by the Company. The undersigned hereby further represents that any
Exchange Notes acquired in exchange for Initial 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, that neither the
undersigned nor an other such person has any arrangement or understanding with
any person to participate in the distribution of such Exchange Notes and that
neither the undersigned nor any such other person is an "affiliate," as defined
in Rule 405 under the Securities Act of 1933, as amended, of the Company. In
addition, the undersigned and any such other person acknowledge that (a) any
person participating in the Exchange Offer for the purpose of distributing the
Exchange Notes must, in the absence of an exemption therefrom, comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale of the Exchange Notes and cannot rely on the
position of the Staff of the Securities and Exchange Commission enunciated in
no-action letters and (b) failure to comply with such requirements in such
instance could result in the undersigned or such person incurring liability
under the Securities Act for which the undersigned or such person is not
indemnified by the Company. 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
that will receive Exchange Notes for its own account in exchange for Initial
Notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a Prospectus in
connection with any resale of such Exchange Notes, however, by so acknowledging
and by delivering a Prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act. Unless
otherwise notified in accordance with the instructions set forth herein in Box 4
under "Broker-Dealer Status," the Company will assume that the undersigned is
not a participating Broker-Dealer.
The undersigned agrees that it shall, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the exchange, assignment and transfer of the Notes
tendered hereby.
The undersigned further agrees that acceptance of any and all validly
tendered Initial Notes by the Company and the issuance of Exchange Notes in
exchange shall constitute performance in full by the Company of its obligations
under the Registration Rights Agreement (as defined in the Prospectus) and that
the Company shall have no further obligations or liabilities thereunder.
6
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "Exchange Offer--Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived, in whole
or in part, by the Company), as more particularly set forth in the Prospectus,
the Company may not be required to exchange any of the Initial Notes tendered
hereby and, in such event, the Initial Notes not exchanged will be returned to
the undersigned at the address shown above. Subject to compliance with
securities laws, the Company also expressly reserves the right, in its sole
discretion, to (i) extend or terminate the Exchange Offer and (ii) to amend the
Exchange Offer in any respect and at any time or from time to time until the
Existing Notes are accepted for exchange. The Company may terminate the
Exchange Offer, in its sole discretion, regardless of whether any of the events
set forth in the Offer to Exchange under "Exchange Offer--Conditions" shall have
occurred or shall have been determined by the Company to have occurred.
The undersigned understands that there is no assurance that the Exchange
Offer will be consummated or, if consummated, that the Company will determine to
consummate the Exchange Offer on [ ], 1998. The
undersigned understands that although the Expiration Date currently is scheduled
to occur on [ ], 1998, the Company reserves the right, in its
sole discretion, to extend the Expiration Date or terminate the Exchange Offer
for any reason.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Initial Notes when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.
If any Initial Notes tendered herewith are not accepted for exchange
pursuant to the Exchange Offer for any reason, certificates for any such
unaccepted Initial Notes will be returned, without expense, to the undersigned
at the address shown below or to a different address as may be indicated herein
in Box 3 under "Special Delivery Instructions" as promptly as practicable after
the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representative, successors and assigns.
The undersigned understands that tenders of Initial Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer, subject only to withdrawal of
such tenders on the terms set forth in the prospectus under the caption "The
Exchange Offer--Withdrawal of Tenders."
Unless otherwise indicated in Box 2 under "Special Registration
Instructions," please issue the certificates (or electronic transfers)
representing the Exchange Notes issued in exchange for the Initial Notes
accepted for exchange and any certificates (or electronic transfers) for Initial
Notes not tendered or not exchanged, in the name(s) of the undersigned.
Similarly, unless otherwise indicated in Box 3 under "Special Delivery
Instructions," please send the certificates, if any, representing the Exchange
Notes issued in exchange for the Initial Notes accepted for exchange and any
certificates for the Initial Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below in the undersigned's signature(s). In the event that both "Special
Registration Instructions" and "Special Delivery Instructions" are completed,
please issue the certificates representing the Exchange Notes issued in exchange
for the Initial Notes accepted for exchange in the name(s) of, and return any
certificates for Initial Notes not tendered or not exchanged to, the person(s)
so indicated. The undersigned
7
understandings that the Company has no obligation pursuant to the "Special
Registration Instructions" and "Special Delivery Instructions" to transfer any
Initial Notes from the name of the registered Holder(s) thereof if the Company
does not accept for exchange any of the Initial Notes so tendered.
Holders who wish to tender their Initial Notes and (i) whose Initial Notes
are not immediately available or (ii) who cannot deliver the Initial Notes, this
letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to the Expiration Date, may tender their Initial Notes according to
the guaranteed delivery procedures set forth in the prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2
regarding the completion of this Letter of Transmittal printed below.
The below lines must be signed by the registered holder(s) exactly as their
name(s) appear(s) on the Initial Notes or by a participant in the Book-Entry
Transfer Facility, exactly as such participant's name appears on a security
position listing as the owner of the Initial Notes, or by person(s) authorized
to become registered holder(s) by a properly completed bond power from the
registered holder(s), a copy of which must be transmitted with this Letter of
Transmittal. If Initial Notes to which this letter of Transmittal relate are
held of record by two or more joint holders, then all such holders must sign
this Letter of Transmittal.
PLEASE SIGN HERE WHETHER OR NOT
INITIAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X
- - ____________________________ __________________________
Date
X
- - ____________________________ __________________________
Date
Area code and telephone number:____________
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer or corporation or other person acting in a fiduciary or
representative capacity, then such person must (i) set forth his or her full
title below and (ii) submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 5 regarding the completion of
this Letter of Transmittal printed below.
Name(s):________________________________________________________________________
(Please Print)
Capacity:_______________________________________________________________________
Address:________________________________________________________________________
(Include Zip Code)
8
MEDALLION SIGNATURE GUARANTEE
(If required by Instruction 5)
Certain Signatures must be Guaranteed by an Eligible Institution
Signature(s) Guaranteed by an Eligible Institution:_____________________________
(Authorized Signature)
________________________________________________________________________________
(Growing Your Business Book)
________________________________________________________________________________
(Name of Firm)
________________________________________________________________________________
(Address, Include Zip Code)
________________________________________________________________________________
(Area Code and Telephone Number)
Dated:__________________________________________________________________________
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR INITIAL NOTES
OR BOOK-ENTRY CONFIRMATIONS. Certificates representing the tendered Initial
Notes (or a confirmation of book-entry transfer into the Exchange Agent's
account with the Book-Entry Transfer Facility for tendered Initial Notes
transferred electronically), as well as a properly completed and duly executed
copy of this Letter of Transmittal (or facsimile thereof), or (in the case of a
book-entry transfer) an Agent's Message (as defined below) in lieu of this
letter of Transmittal, a Substitute Form W-9 (or facsimile thereof) and any
other documents required by this Letter of Transmittal must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date.
The tender of Initial Notes via Agent's Message will not constitute notice to
the Company of a holder's status as a Participating Broker-Dealer.
Participating Broker-Dealers desiring to provide such notice must still do so in
writing within fifteen business days following the consummation of the Exchange
Offer.
THE METHOD OF DELIVERY OF CERTIFICATES FOR INITIAL NOTES AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND SOLE RISK OF THE TENDERING HOLDER AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. AS AN ALTERNATIVE TO DELIVERY BY MAIL, THE HOLDER MAY
WISH TO USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
Neither the Company nor the Exchange agent is under an obligation to notify
any tendering holder of the Company's acceptance of tendered Initial Notes prior
to the completion of the Exchange Offer. The term "Agent's Message" means a
message, transmitted by the Book-Entry Transfer Facility to and received by the
Exchange Agent and forming a part of a book-entry confirmation, which states
that the Book-Entry Transfer Facility has received an express acknowledgment
from the tendering participant, which acknowledgment states that such
participant has received and agrees to be bound by the terms of this Letter of
Transmittal against such participant.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Initial
Notes but whose Initial Notes are not immediately available or who cannot
deliver their certificates for Initial Notes (or comply with the procedures for
book-entry transfer prior to the Expiration Date), the Letter of Transmittal (or
Agent's Message) and any other documents required by the Letter of Transmittal
to the Exchange Agent prior to the Expiration Date must tender their Initial
Notes according to the guaranteed delivery procedures set forth below. Pursuant
to such procedures:
(i) such tender must be made by or through a firm which is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States (an "Eligible Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have received
from the holder and the 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
10
certificate number or numbers of the tendered Initial Notes, and the principal
amount of tendered Initial Notes and 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) or Agent's Message, together with the tendered Initial Notes (or a
confirmation of book-entry transfer into the Exchange Agent's account with the
Book-Entry Transfer Facility for Initial Notes transferred electronically) and
any other required documents will be deposited by the Eligible Institution
with the Exchange Agent; and
(iii) such properly completed and executed Letter of Transmittal (or
Agent's Message) and certificates representing the tendered Initial Notes in
proper form for transfer (or a confirmation of book-entry transfer into the
Exchange Agent's account with the Book-Entry Transfer Facility for Initial
Notes transferred electronically), and any other documents required by the
Letter of Transmittal must be received by the Exchange Agent within three New
York Stock Exchange trading days after the Expiration Date.
Any holder who wishes to tender Initial Notes pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent receives
the Notice of Guaranteed Delivery relating to such Initial 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 procedure.
3. TENDER BY HOLDER. Only a holder of Initial Notes may tender such Initial
Notes in the Exchange Offer. Any beneficial owner of Initial Notes who is not
the registered holder and who wishes to tender should arrange with such holder
to execute and deliver this Letter of Transmittal on such owner's behalf or
must, prior to completing and executing this Letter of Transmittal and
delivering such Initial Notes, either make appropriate arrangements to register
ownership of the Initial Notes in such owner's name or obtain a properly
completed bond power from the registered holder.
4. PARTIAL TENDERS. Tenders of Initial Notes will be accepted only in
integral multiples of $1,000 in principal amount. If less than the entire
principal amount of Initial Notes is tendered, the tendering holder should fill
in the principal amount tendered in the column labeled "Aggregate Principal
Amount Tendered" of the box entitled "Description of Notes" (Box 1) above. The
entire principal amount of Initial Notes delivered to the Exchange agent will be
deemed to have been tendered unless otherwise indicated. If the entire
principal amount of Initial Notes is not tendered, Initial Notes for the
principal amount of Initial Notes not tendered and Exchange Notes exchanged for
any Initial Notes tendered will be sent to the holder at his or her registered
address (or transferred to the account of the Book-Entry Facility designated
above), unless a different address (or account) is provided in the appropriate
box on this Letter of Transmittal, as soon as practicable following the
Expiration Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
MEDALLION GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by
the registered holder(s) of the Initial Notes tendered herewith, the signatures
must correspond with the name(s) as written on the face of the tendered Initial
Notes without alteration, enlargement, or any change whatsoever. If this Letter
of Transmittal is signed by a participant in the Book-Entry Transfer Facility,
the signature must correspond with the name as it appears on the security
position listing as the owner of the Initial Notes.
11
If any of the tendered Initial Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Initial Notes are held in different names on several Initial Notes, it will be
necessary to complete, sign, and submit as many separate copies of the Letter of
Transmittal documents as there are names in which tendered Initial Notes are
held.
If this Letter of Transmittal is signed by the registered holder or Acting
Holder, and Exchange Notes are to be issued and any untendered or unaccepted
principal amount of Initial Notes are to be reissued or returned to the
registered holder or Acting Holder, then, the registered holder or Acting Holder
need not and should not endorse any tendered Initial Notes nor provide a
separate bond power. In any other case (including if this Letter of Transmittal
is not signed by the Acting Holder), the registered holder or Acting Holder must
either properly endorse the Initial Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal (in either case,
executed exactly as the name(s) of the registered holder(s) appear(s) on such
Initial Notes, and, with respect to a participant in the Book-Entry Transfer
Facility whose name appears on a security position listing as the owner of
Initial Notes, exactly as the name(s) of the participant(s) appear(s) on such
security position listings), with the signature(s) on the endorsement or bond
power guaranteed by an Eligible Institution unless such certificates or bond
powers are signed by an Eligible Institution.
If this Letter of Transmittal or any Initial Notes 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 evidence satisfactory to the
Company of their authority to so act must be submitted with this Letter of
Transmittal.
No Medallion signature guarantee is required if (i) this Letter of Transmittal
is signed by the registered holder(s) of the Initial Notes tendered herewith (or
by a participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of the tendered Initial Notes) and the
issuance of Exchange Notes (and an Initial Notes not tendered or not accepted)
are to be issued directly to such registered holder(s) (or, if signed by a
participant in the Book-Entry Transfer Facility, any Exchange Notes or Initial
Notes not tendered or not accepted are to be deposited to such participant's
account at such Book-Entry Transfer Facility) and neither the "Special Delivery
instructions" (Box 3) nor the "Special Registration Instructions" (Box 2) has
been completed, or (ii) such Initial Notes are tendered for the account of an
Eligible Institution. In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution.
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in the applicable box, the name and address (or account at the Book-
Entry Transfer Facility) in which the Exchange Notes and/or substitute Initial
Notes for principal amounts not tendered or not accepted for exchange are to be
sent (or deposited), if different from the name and address or account 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 indicated and the tendering
holders should complete the applicable box.
If no such instructions are given, the Exchange Notes (and any Initial Notes
not tendered or not accepted) will be issued in the name of and sent to the
Acting Holder of the Initial Notes or deposited at such Acting Holders' account
at the Book-Entry Transfer Facility.
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7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the sale and transfer of Initial Notes to it or its order pursuant
to the Exchange Offer. If, however, a transfer tax is imposed for any reason
other than the transfer and sale of Initial Notes to the Company or its order
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or on any other person) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption from taxes therefrom is not submitted with this Letter of
Transmittal, the amount of transfer taxes will be billed directly to such
tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Initial Notes listed in this Letter of
Transmittal.
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a holder
of any Initial Notes which are accepted for exchange must provide the Company
(as payor) with its correct taxpayer identification number ("TIN"), which, in
the case of a holder who is an individual, is his or her social security number.
If the Company is not provided with the correct TIN, the Holder may be subject
to a $50 penalty imposed by Internal Revenue Service. (If withholding results
in an over-payment of taxes, a refund may be obtained.) Certain holders
(including, among other, all corporations and certain foreign individuals) are
not subject to these backup withholding and reporting requirements. See the
enclosed "Guidelines for certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report a interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Initial Notes are registered in more than one name or are not in the name
of the actual owner, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for information on which TIN to
report.
The Company reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Company's obligation regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of tendered Initial Notes will be
determined by the Company, in its sole discretion, which determination will be
final and binding. The Company reserves the right to reject any and all Initial
Notes not validly tendered or any Initial Notes, the Company's acceptance of
which may, in the opinion of the Company or its counsel, be unlawful. The
Company also reserves the right to waive any conditions of the Exchange Offer or
defects or irregularities in tenders of Initial Notes as to any ineligibility of
any holder who seeks to tender Initial Notes in the Exchange Offer (includes
this Letter of Transmittal and the instructions hereto) by the Company shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Initial Notes must be cured within such time as
the Company shall determine. Neither the Company nor the Exchange Agent shall
be under any duty to give notification of defects or irregularities with respect
to tenders of Initial Notes, and shall not incur any liability for failure to
give such notification.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend,
waive, or modify specified conditions in the Exchange Offer in the case of any
tendered Initial Notes.
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11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Initial Notes on transmittal of this Letter of Transmittal
will be accepted.
12. MUTILATED, LOST, STOLEN, OR DESTROYED INITIAL NOTES. Any tendering
holder whose Initial Notes have been mutilated, lost, stolen, or destroyed
should contact the Exchange Agent at the address indicated above for further
instruction.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus may be directed
to the Exchange Agent at the address set forth above. Holders may also contact
their broker, dealer, commercial bank, trust company, or other nominee for
assistance concerning the Exchange Offer.
14. ACCEPTANCE OF TENDERED INITIAL NOTES AND ISSUANCE OF EXCHANGE NOTES;
RETURN OF INITIAL NOTES. Subject to the terms and conditions of the Exchange
Offer, the Company will accept for exchange all validly tendered Initial Notes
as soon as practicable thereafter. For purposes of the Exchange Offer, the
Company shall be deemed to have accepted tendered Initial Notes when, as and if
the Company has given written and oral notice thereof to the Exchange agent. If
any tendered Initial Notes are not exchanged pursuant to the Exchange Offer for
any reason, such unexchanged Initial Notes will be returned, without expense, to
the undersigned at the address shown above (or credited to the undersigned's
account at the Book-Entry Transfer Facility designated above) or at a different
address as may be indicated under "Special Delivery Instructions."
15. WITHDRAWAL. Tenders may be withdrawn only pursuit to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders."
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PAYOR'S NAME: COYNE INTERNATIONAL ENTERPRISES CORP.
____________________________________________________________
Name (if joint names, list first and circle the name of the
person or entity whose number you enter in Part I below. See
instructions if your name has changed.)
____________________________________________________________
Address
____________________________________________________________
City, State and ZIP Code
SUBSTITUTE
FORM W-9 ____________________________________________________________
DEPARTMENT OF List account number(s) here (optional)
THE TREASURY
INTERNAL ____________________________________________________________
REVENUE SERVICE
PAYER'S REQUEST
FOR Part 1 - PLEASE PROVIDE YOUR Social Security Number
TAXPAYER TAXPAYER IDENTIFICATION or TIN
IDENTIFICATION NUMBER ("TIN") IN THE BOX AT
NUMBER (TIN) RIGHT AND CERTIFY BY STATING
AND DATING BELOW
____________________________________________________________
Part 2 - Check the box if you are NOT subject to backup
withholding under the provisions of section 3408(a)(1)(C) of
the Internal Revenue Code because (1) you have not been
notified that you are subject to backup withholding as a
result of failure to report all interest of dividends or (2)
the Internal Revenue Service has notified you that you are
no longer subject to backup withholding. [_]
____________________________________________________________
SIGNATURE DATE Awaiting TIN [_]
CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT THE INFORMATION PROVIDED ON THE FORM IS TRUE, CORRECT
AND COMPLETE.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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