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EXHIBIT 99.1
LETTER OF TRANSMITTAL
RAYOVAC CORPORATION
OFFER FOR ALL OUTSTANDING
8 1/2% SENIOR SUBORDINATED NOTES DUE 2013
IN EXCHANGE FOR
8 1/2% SENIOR SUBORDINATED NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS DATED , 2003
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
U.S. BANK NATIONAL ASSOCIATION
BY REGISTERED OR CERTIFIED MAIL, FACSIMILE TRANSMISSIONS
HAND DELIVERY OR OVERNIGHT DELIVERY: (651) 495-8158
U.S. Bank National Association or
EP-MN-WS2N (651) 495-8159
60 Livingston Avenue (Eligible Institutions Only)
St. Paul, MN 55107
Telephone: (800) 934-6802 CONFIRMATION BY TELEPHONE: (800) 934-6802
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN 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 , 2003, referred to as the prospectus, of Rayovac
Corporation, a Wisconsin corporation, and this Letter of Transmittal, which
together constitute Rayovac's offer, referred to as the exchange offer, to
exchange an aggregate principal amount of up to $350,000,000 of its 8 1/2%
Senior Subordinated Notes due 2013 which have been registered under the
Securities Act of 1933, as amended, referred to as the exchange notes, for a
like principal amount of its issued and outstanding 8 1/2% Senior Subordinated
Notes due 2013, referred to as the original notes. Capitalized terms used but
not defined herein shall have the same meaning given to them in the prospectus,
as it may be amended or supplemented.
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This letter of transmittal is to be completed by a holder of original notes
either if (a) certificates for such original notes are to be forwarded herewith
or (b) a tender of original notes is to be made by book-entry transfer to the
account of U.S. Bank National Association, the exchange agent for the exchange
offer, at the Depository Trust Company, or DTC, pursuant to the procedures for
tender by book-entry transfer set forth under "The Exchange Offer--Procedures
for Tendering Original Notes--Book-Entry Transfers" in the prospectus.
Certificates or book-entry confirmation of the transfer of original notes into
the exchange agent's account at DTC, as well as this letter of transmittal or a
facsimile hereof, properly completed and duly executed, with any required
signature guarantees, and any other documents required by this letter of
transmittal, must be received by the exchange agent at its address set forth
herein on or prior to the expiration date. Tenders by book-entry transfer may
also be made by delivering an agent's message in lieu of this letter of
transmittal. The term "book-entry confirmation" means a confirmation of a
book-entry transfer of original notes into the exchange agent's account at DTC.
The term "agent's message" means a message to the exchange agent by DTC which
states that DTC has received an express acknowledgment that the tendering holder
agrees to be bound by the letter of transmittal and that Rayovac may enforce the
letter of transmittal against such holder. The agent's message forms a part of a
book-entry transfer.
If original notes are tendered pursuant to book-entry procedures, the
exchange agent must receive, no later than 5:00 p.m., New York City time, on the
expiration date, book-entry confirmation of the tender of the original notes
into the exchange agent's account at DTC, along with a completed letter of
transmittal or an agent's message.
BY CREDITING THE ORIGINAL NOTES TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND
BY COMPLYING WITH THE APPLICABLE PROCEDURES OF DTC'S AUTOMATED TENDER OFFER
PROGRAM, OR ATOP, WITH RESPECT TO THE TENDER OF THE ORIGINAL NOTES, INCLUDING BY
THE TRANSMISSION OF AN AGENT'S MESSAGE, THE HOLDER OF ORIGINAL NOTES
ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS LETTER OF TRANSMITTAL,
AND THE PARTICIPANT IN DTC CONFIRMS ON BEHALF OF ITSELF AND THE BENEFICIAL
OWNERS OF SUCH ORIGINAL NOTES ALL PROVISIONS OF THIS LETTER OF TRANSMITTAL AS
BEING APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH
PARTICIPANT AND EACH SUCH BENEFICIAL OWNER HAD PROVIDED THE INFORMATION REQUIRED
HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER OF TRANSMITTAL TO THE EXCHANGE
AGENT.
Holders of original notes whose certificates for such original notes are
not immediately available or who are unlikely to be able to deliver all required
documents to the exchange agent on or prior to the expiration date or who cannot
complete a book-entry transfer on a timely basis may tender their original notes
according to the guaranteed delivery procedures described in "The Exchange
Offer--Procedures for Tendering Original Notes--Guaranteed Delivery" in the
prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
The undersigned has completed the appropriate boxes below and signed this
letter of transmittal to indicate the action the undersigned desires to take
with respect to the exchange offer.
List below the original notes to which this letter of transmittal relates.
If the space provided below is inadequate, the certificate numbers and principal
amount of original notes should be listed on a separate, signed schedule affixed
hereto.
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<Table>
<Caption>
DESCRIPTION OF ORIGINAL NOTES
- --------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE AMOUNT OF PRINCIPAL AMOUNT
HOLDER(S) (PLEASE FILL IN, IF BLANK) NUMBER(S)* ORIGINAL NOTES TENDERED**
- --------------------------------------------------------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
TOTAL:
- --------------------------------------------------------------------------------------------------------
</Table>
* Need not be completed if original notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the original notes represented by the original notes
indicated in column 2. See Instruction 4. Original notes tendered hereby
must be in denominations of $1,000 or any integral multiple thereof.
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK ENTRY
TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution ____________________________________________
DTC Account Number _______________________________________________________
Transaction Code Number __________________________________________________
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (SEE INSTRUCTION 1):
Name(s) of Registered Holder(s)___________________________________________
Window Ticket Number (if any)_____________________________________________
Date of Execution of Notice of Guaranteed Delivery________________________
Name of Eligible Institution which Guaranteed Delivery____________________
If Guaranteed Delivery is to be Made by Book-Entry Transfer:
Name of Tendering Institution_____________________________________________
DTC Account Number________________________________________________________
Transaction Code Number___________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.*
Name:_____________________________________________________________________
Address:__________________________________________________________________
* You are entitled to as many copies as you reasonably believe necessary.
If you require more than 10 copies, please indicate the total number
required in the following space: ___________________.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Rayovac the principal amount of original
notes indicated above, upon the terms and subject to the conditions of the
exchange offer. Subject to and effective upon the acceptance for exchange of all
or any portion of the original notes tendered herewith in accordance with the
terms and conditions of the exchange offer, including, if the exchange offer is
extended or amended, the terms and conditions of any such extension or
amendment, the undersigned hereby irrevocably sells, assigns and transfers to or
upon the order of Rayovac all right, title and interest in and to such original
notes.
The undersigned hereby irrevocably constitutes and appoints the exchange
agent as its agent and attorney-in-fact, with full knowledge that the exchange
agent is also acting as agent of Rayovac in connection with the exchange offer
and as trustee under the indenture governing the original notes and the exchange
notes, with respect to the tendered original notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) subject only to the right of withdrawal described in
the prospectus, to (1) deliver certificates representing such original notes,
together with all accompanying evidences of transfer and authenticity, to or
upon the order of Rayovac upon receipt by the exchange agent, as the
undersigned's agent, of the exchange notes to be issued in exchange for such
original notes, (2) present certificates for such original notes for transfer
and to transfer the original notes on the books of Rayovac and (3) receive for
the account of Rayovac all benefits and otherwise exercise all rights of
beneficial ownership of such original notes, all in accordance with the terms
and conditions of the exchange offer.
The undersigned hereby represents and warrants that (1) the undersigned
has full power and authority to tender, exchange, sell, assign and transfer the
original notes tendered hereby, (2) Rayovac will acquire good, marketable and
unencumbered title to the tendered original notes, free and clear of all liens,
restrictions, charges and other encumbrances, and (3) the original notes
tendered hereby are not subject to any adverse claims or proxies. The
undersigned warrants and agrees that the undersigned will, upon request, execute
and deliver any additional documents requested by Rayovac or the exchange agent
to complete the exchange, sale, assignment and transfer of the original notes
tendered hereby. The undersigned has read and agrees to all of the terms and
conditions of the exchange offer.
The name(s) and address(es) of the registered holder(s) of the original
notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the certificates representing such original notes. The
certificate number(s) and the original notes that the undersigned wishes to
tender should be indicated in the appropriate boxes above.
If any tendered original notes are not exchanged pursuant to the exchange
offer for any reason, or if certificates are submitted for more original notes
than are tendered or accepted for exchange, certificates for such nonexchanged
or nontendered original notes will be returned, or, in the case of original
notes tendered by book-entry transfer, such original notes will be credited to
an account maintained at DTC, without expense to the tendering holder, promptly
following the expiration or termination of the exchange offer.
The undersigned understands that tenders of original notes pursuant to any
one of the procedures described in "The Exchange Offer--Procedures for Tendering
Original Notes" in the prospectus and in the instructions attached hereto will,
upon Rayovac's acceptance for exchange of such tendered original notes,
constitute a binding agreement between the undersigned and Rayovac upon the
terms and subject to the conditions of the exchange offer and that the tendering
holder will be deemed to have waived the right to receive any payment in respect
of interest or otherwise on such original notes accrued up to the date of
issuance of the exchange notes. The undersigned recognizes that, under certain
circumstances set forth in
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the prospectus, Rayovac may not be required to accept for exchange any of the
original notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the exchange notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of original notes, that such exchange notes be credited to the account
indicated above maintained at DTC. If applicable, substitute certificates
representing original notes not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of original
notes, will be credited to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under "Special Delivery Instructions," the
undersigned hereby directs that the exchange notes be delivered to the
undersigned at the address shown below the undersigned's signature. The
undersigned recognizes that Rayovac Corporation has no obligation pursuant to
"Special Delivery Instructions" to transfer any original notes from a registered
holder thereof if Rayovac Corporation does not accept for exchange any of the
principal amount of such original notes so tendered.
By tendering original notes and executing this letter of transmittal, the
undersigned, if not a participating broker-dealer, as defined below, hereby
represents that (1) the exchange notes acquired in the exchange offer are being
obtained in the ordinary course of business of the person receiving the exchange
notes, whether or not that person is the holder; (2) neither the holder nor any
other person receiving the exchange notes is engaged in, intends to engage in or
has an arrangement or understanding with any person to participate in a
"distribution" (within the meaning of the Securities Act) of the exchange notes;
and (3) neither the holder nor any other person receiving the exchange notes is
an "affiliate" (within the meaning of the Securities Act) of Rayovac
The undersigned acknowledges that this exchange offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission, or the "SEC", as set forth in no-action letters issued to third
parties, that the exchange notes issued pursuant to the exchange offer in
exchange for the original notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of Rayovac within the meaning of Rule 405 under the Securities Act),
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that such exchange notes are acquired in the
ordinary course of such holders' business and such holders have no arrangement
with any person to participate in the distribution of such exchange notes.
However, the SEC has not considered the exchange offer in the context of a
no-action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the exchange offer as in other
circumstances. 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 and has no arrangement or understanding to
participate in a distribution of exchange notes. If any holder is an affiliate
of Rayovac, is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the exchange notes to be
acquired pursuant to the exchange offer, such holder (i) could not rely on the
applicable interpretation of the staff of the SEC and (ii) must comply with the
registration and prospectus deliver requirements of the Securities Act in
connection with any resale transaction.
If the undersigned is a broker-dealer that will receive exchange notes for
its own account in exchange for original notes, it represents that the original
notes to be exchanged for the 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 offer to resell, resale or other retransfer of such exchange
notes pursuant to the exchange offer. However, by so acknowledging and
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" (within the meaning of the Securities Act). Any such
broker-dealer is referred to as a participating broker-dealer.
Rayovac has agreed that, to the extent that any participating
broker-dealer participates in the exchange offer, Rayovac shall use all
commercially reasonable efforts to maintain the effectiveness of the
registration statement of which the prospectus forms a part, referred to as the
exchange offer registration statement, for a period of 180 days following the
consummation of the exchange offer as the same may be
5
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extended as provided in the registration rights agreement, is referred to herein
as the applicable period. Rayovac has also agreed that, subject to the
provisions of the registration rights agreement, the prospectus, as amended or
supplemented, will be made available to participating broker-dealers for use in
connection with offers to resell, resales or retransfers of exchange notes
received in exchange for original notes pursuant to the exchange offer during
the applicable period. Rayovac will advise each participating broker-dealer (i)
when a prospectus supplement or post-effective amendment has been filed or has
become effective, (ii) of any request by the SEC for amendments or supplements
to the registration statement of the prospectus or for additional information
relating thereto, (iii) of the issuance by the SEC of any stop order suspending
the effectiveness of the exchange offer registration statement or of the
suspension by any state securities commission of the qualification of the
exchange notes for offering or sale in any jurisdiction and (iv) of the
existence of any fact or the happening of any event that makes any statement of
a material fact made in the exchange offer registration statement, the
prospectus, any amendment or supplement thereto or any document incorporated by
reference therein untrue, or that requires the making of any additions to or
changes in the exchange offer registration statement in order to make the
statements therein not misleading, or that requires the making of any additions
to or changes in the prospectus in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
Any participating broker-dealer by tendering original notes and executing
this letter of transmittal or effecting delivery of an agent's message in lieu
thereof, agrees that, upon receipt of notice from Rayovac of the existence of
any fact of the kind described in (iii) and (iv) above, such participating
broker-dealer will discontinue disposition of the exchange notes pursuant to the
exchange offer registration statement until receipt of the amended or
supplemented the prospectus or until Rayovac has given notice that the use of
the prospectus may be resumed, as the case may be. If Rayovac gives such notice
to suspend the sale of the exchange notes, it shall extend the 180-day period
referred to above during which participating broker-dealers are entitled to use
the prospectus in connection with the resale of exchange notes by the number of
days during the period from and including the date of the giving of such notice
to and including the date when participating broker-dealers shall have received
copies of the supplemented or amended prospectus necessary to permit resales of
the exchange notes or to and including the date on which Rayovac has given
notice that the sale of exchange notes may be resumed, as the case may be.
As a result, a participating broker-dealer that intends to use the
prospectus in connection with offers to resell, resales or retransfers of
exchange notes received in exchange for original notes pursuant to the exchange
offer must notify Rayovac, or cause Rayovac to be notified, on or prior to the
expiration date, that it is a participating broker-dealer. Such notice may be
given in the space provided above or may be delivered to the exchange agent at
the address set forth in the prospectus under "The Exchange Offer--Exchange
Agent."
The undersigned will, upon request, execute and deliver any additional
documents deemed by Rayovac to be necessary or desirable to complete the sale,
assignment and transfer of the original notes tendered hereby.
All authority conferred or agreed to be conferred herein and every
obligation of the undersigned under this letter of transmittal shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns of the undersigned. Except as stated in the prospectus under "The
Exchange Offer--Withdrawal Rights," this tender is irrevocable.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTIONS 2 AND 6)
PLEASE SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 14
OR A FORM W-8; SEE INSTRUCTION 10)
________________________________________________________________________________
________________________________________________________________________________
SIGNATURE(S) OF HOLDER(S)
Date: ______________________________________
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the original notes tendered or on a security position listing
or by person(s) authorized to become the registered holder(s) by certificates
and documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 6.)
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No.: ___________________________________________________
Taxpayer Identification Number: ________________________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 2)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
________________________________________________________________________________
(PLEASE TYPE OR PRINT)
Title: _________________________________________________________________________
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.: ___________________________________________________
Date: __________________________________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED--
SEE INSTRUCTIONS 2, 7 AND 14)
TO BE COMPLETED ONLY if exchange notes or original notes not tendered or
not accepted are to be issued in the name of someone other than the registered
holder(s) of the original notes whose signature(s) appear(s) above, or if
original notes delivered by book-entry transfer and not accepted for exchange
are to be returned for credit to an account maintained at DTC other than the
account indicated above.
Issue (check appropriate box(es))
/ / Original notes to:
/ / Exchange notes to:
Name _________________________________________
(PLEASE PRINT)
Address ______________________________________
______________________________________________
______________________________________________
(INCLUDE ZIP CODE)
______________________________________________
TAXPAYER IDENTIFICATION NUMBER
/ / Credit unaccepted original notes tendered by book-entry transfer to the
following account at DTC:
________________________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED--
SEE INSTRUCTIONS 2, 7 AND 14)
TO BE COMPLETED ONLY if exchange notes or original notes not tendered or
not accepted are to be sent to someone other than the registered holder(s) of
the original notes whose signature(s) appear(s) above, or to such registered
holder at an address other than that shown above.
Deliver (check appropriate box(es))
/ / Original notes to:
/ / Exchange notes to:
Name _________________________________________
(PLEASE PRINT)
Address _____________________________________
______________________________________________
______________________________________________
(INCLUDE ZIP CODE)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This letter of transmittal is to be completed by a holder of
original notes to tender such holder's original notes either if (a) certificates
are to be forwarded herewith or (b) tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Original Notes--Book-Entry Transfers" in the
prospectus and an agent's message, as defined on page 2 hereof, is not
delivered. Certificates or book-entry confirmation of transfer of original notes
into the exchange agent's account at DTC, as well as this letter of transmittal
or a facsimile hereof, properly completed and duly executed, with any required
signature guarantees, and any other documents required by this letter of
transmittal, must be received by the exchange agent at its address set forth
herein on or prior to the expiration date. If the tender of original notes is
effected in accordance with applicable ATOP procedures for book-entry transfer,
an agent's message may be transmitted to the exchange agent in lieu of an
executed letter of transmittal. Original notes may be tendered in whole or in
part in integral multiples of $1,000
For purposes of the exchange offer, the term "holder" includes any
participant in DTC named in a securities position listing as a holder of
original notes. Only a holder of record may tender original notes in the
exchange offer. Any beneficial owner of original notes who wishes to tender some
or all of such original notes should arrange with DTC, a DTC participant or the
record owner of such original notes to execute and deliver this letter of
transmittal or to send an electronic instruction effecting a book-entry transfer
on his or her behalf. See Instruction 6.
Holders who wish to tender their original notes and (i) whose certificates
for the original notes are not immediately available or for whom all required
documents are unlikely to reach the exchange agent on or prior to the expiration
date; or (ii) who cannot complete the procedures for delivery by book-entry
transfer on a timely basis, may tender their original notes by properly
completing and duly executing a notice of guaranteed delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer--Procedures for
Tendering Original Notes--Guaranteed Delivery" in the prospectus. Pursuant to
such procedures: (i) such tender must be made by or through an eligible
institution; (ii) a properly completed and duly executed notice of guaranteed
delivery, substantially in the form made available by Rayovac Corporation, must
be received by the exchange agent on or prior to the expiration date; and (iii)
the certificates for the original notes, or a book-entry confirmation, together
with a properly completed and duly executed letter of transmittal or a facsimile
hereof, or an agent's message in lieu thereof, with any required signature
guarantees and any other documents required by this letter of transmittal, must
be received by the exchange agent within three New York Stock Exchange trading
days after the date of execution of such notice of guaranteed delivery for all
such tendered original notes, all as provided in "The Exchange Offer--Procedures
for Tendering Original Notes--Guaranteed Delivery" in the prospectus.
The notice of guaranteed delivery may be delivered by hand, facsimile,
mail or overnight delivery to the exchange agent, and must include a guarantee
by an eligible institution in the form set forth in such notice of guaranteed
delivery. For original notes to be properly tendered pursuant to the guaranteed
delivery procedure, the exchange agent must receive a notice of guaranteed
delivery on or prior to the expiration date. As used herein, "eligible
institution" means a firm or other entity which is identified as an "Eligible
Guarantor Institution" in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended, including a bank; a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; a credit union; a
national securities exchange, registered securities association or clearing
agency; or a savings association.
THE METHOD OF DELIVERY OF CERTIFICATES FOR THE ORIGINAL NOTES, THIS LETTER
OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND SOLE RISK
OF THE TENDERING HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY. NO LETTERS OF
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TRANSMITTAL OR ORIGINAL NOTES SHOULD BE SENT TO RAYOVAC. DELIVERY IS COMPLETE
WHEN THE EXCHANGE AGENT ACTUALLY RECEIVES THE ITEMS TO BE DELIVERED. DELIVERY OF
DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
Rayovac will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a letter of transmittal or a
facsimile hereof or by causing the transmission of an agent's message, waives
any right to receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this letter of
transmittal is required if:
a. this letter of transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any participant
in DTC whose name appears on a security position listing as the owner of
the original notes) of original notes tendered herewith, unless such
holder has completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" above;
or
b. such original notes are tendered for the account of a firm
that is an eligible institution.
In all other cases, an eligible institution must guarantee the signature(s) on
this letter of transmittal. See Instruction 6.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Original Notes" is inadequate, the certificate number(s) and/or
the principal amount of original notes and any other required information should
be listed on a separate, signed schedule which is attached to this letter of
transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If less than all the original notes evidenced by any certificate
submitted are to be tendered, fill in the principal amount of original notes
which are to be tendered in the "Principal Amount Tendered" column of the box
entitled "Description of Original Notes" on page 3 of this letter of
transmittal. In such case, new certificate(s) for the remainder of the original
notes that were evidenced by your old certificate(s) will be sent only to the
holder of the original notes as promptly as practicable after the expiration
date. All original notes represented by certificates delivered to the exchange
agent will be deemed to have been tendered unless otherwise indicated. Tender of
original notes will be accepted only in integral multiples of $1,000.
5. WITHDRAWAL RIGHTS. Except as otherwise provided herein, tenders of
original notes may be withdrawn at any time on or prior to the expiration date.
In order for a withdrawal to be effective on or prior to that time, a written
notice of withdrawal must be timely received by the exchange agent at its
address set forth above and in the prospectus on or prior to the expiration
date. Any such notice of withdrawal must specify the name of the person who
tendered the original notes to be withdrawn, identify the original notes to be
withdrawn, including the total principal amount of original notes to be
withdrawn, and where certificates for original notes are transmitted, the name
of the registered holder of the original notes, if different from that of the
person withdrawing such original notes. If certificates for the original notes
have been delivered or otherwise identified to the exchange agent, then the
tendering holder must submit the serial numbers of the original notes to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by an
eligible institution, except in the case of original notes tendered for the
account of an eligible institution. If original notes have been tendered
pursuant to the procedures for book-entry transfer set forth in the prospectus
under "The Exchange Offer--Procedures for Tendering Original Notes--Book-Entry
Transfers," the notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawn original notes and the notice
of withdrawal must be delivered to the exchange agent. Withdrawals of tenders of
original notes may not be rescinded; however, original notes properly withdrawn
may again be tendered at any time on or prior to the expiration date by
following any of the procedures described in the prospectus under "The Exchange
Offer--Procedures for Tendering Original Notes."
10
<Page>
All questions regarding the form of withdrawal, validity, eligibility,
including time of receipt, and acceptance of withdrawal notices will be
determined by Rayovac, in its sole discretion, which determination of such
questions and terms and conditions of the exchange offer will be final and
binding on all parties. Neither Rayovac, any of its affiliates or assigns, the
exchange agent nor any other person is under any obligation to give notice of
any irregularities in any notice of withdrawal, nor will they be liable for
failing to give any such notice.
Original notes tendered by book-entry transfer through DTC that are
withdrawn or not exchanged for any reason will be credited to an account
maintained with DTC. Withdrawn original notes will be returned to the holder
after withdrawal. The original notes will be returned or credited to the account
maintained at DTC as soon as practicable after withdrawal, rejection of tender
or termination of the exchange offer. Any original notes which have been
tendered for exchange but which are withdrawn or not exchanged for any reason
will be returned to the holder thereof without cost to such holder.
6. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this letter of transmittal is signed by the registered holder(s) of the
original notes tendered 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 original 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 original notes are registered in different name(s) on
several certificates, it will be necessary to complete, sign and submit as many
separate letters of transmittal or facsimiles hereof as there are different
registrations of certificates.
If this letter of transmittal, any certificates or bond powers or any
other document required by the letter of transmittal 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 Rayovac, must
submit proper evidence satisfactory to Rayovac, in its sole discretion, of each
such person's authority so to act.
When this letter of transmittal is signed by the registered owner(s) of
the original notes listed and transmitted hereby, no endorsement(s) of
certificate(s) or separate bond power(s) are required unless exchange notes are
to be issued in the name of a person other than the registered holder(s).
Signature(s) on such certificate(s) or bond power(s) must be guaranteed by an
eligible institution.
If this letter of transmittal is signed by a person other than the
registered owner(s) of the original notes listed, the certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as Rayovac or the trustee for the original notes may require in accordance with
the restrictions on transfer applicable to the original notes. Signatures on
such certificates or bond powers must be guaranteed by an eligible institution.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If exchange notes are
to be issued in the name of a person other than the signer of this letter of
transmittal, or if exchange notes are to be sent to someone other than the
signer of this letter of transmittal or to an address other than that shown
above, the appropriate boxes on this letter of transmittal should be completed.
In the case of issuance in a different name, the U.S. taxpayer identification
number of the person named must also be indicated. A holder of original notes
tendering original notes by book-entry transfer may instruct that original notes
not exchanged be credited to such account maintained at DTC as such holder may
designate. If no such instructions are given, certificates for original notes
not exchanged will be returned by mail to the address of the signer of this
letter of transmittal or, if the original notes not exchanged were tendered by
book-entry transfer, such original notes will be returned by crediting the
account indicated on page 3 above maintained at DTC. See Instruction 6.
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<Page>
8. IRREGULARITIES. Rayovac will determine, in its sole discretion, all
questions regarding the form of documents, validity, eligibility, including time
of receipt, and acceptance for exchange of any tendered original notes, which
determination and interpretation of the terms and conditions of the exchange
offer will be final and binding on all parties. Rayovac reserves the absolute
right, in its sole and absolute discretion, to reject any tenders determined to
be in improper form or the acceptance of which, or exchange for which, may, in
the view of counsel to Rayovac, be unlawful. Rayovac also reserves the absolute
right, subject to applicable law, to waive any of the conditions of the exchange
offer set forth in the prospectus under "The Exchange Offer--Conditions to the
Exchange Offer" or any condition or irregularity in any tender of original notes
by any holder, whether or not we waived similar conditions or irregularities in
the case of other holders. Rayovac's interpretation of the terms and conditions
of the exchange offer, including this letter of transmittal and the instructions
hereto, will be final and binding on all parties. A tender of original notes is
invalid until all defects and irregularities have been cured or waived. Neither
Rayovac, any of its affiliates or assigns, the exchange agent nor any other
person is under any obligation to give notice of any defects or irregularities
in tenders nor will they be liable for failure to give any such notice.
9. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the exchange agent at its address
and telephone number set forth on the front of this letter of transmittal.
Additional copies of the prospectus, the letter of transmittal, the notice of
guaranteed delivery and Forms W-8 (as defined in Instruction 10) may be obtained
from the exchange agent at the address and telephone/facsimile numbers indicated
above, or from your broker, dealer, commercial bank, trust company or other
nominee.
10. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9; FORMS W-8. Under the
United States federal income tax laws, interest paid to holders of exchange
notes received pursuant to the exchange offer may be subject to backup
withholding. Generally, such payments will be subject to backup withholding
unless the holder (i) is exempt from backup withholding or (ii) furnishes the
payer with its correct taxpayer identification number ("TIN") and certifies that
the number provided is correct and further certifies that such holder is not
subject to backup withholding as a result of a failure to report all interest or
dividend income. Each holder that wants to avoid backup withholding should
provide the exchange agent with such holder's correct TIN (or with a
certification that such holder is awaiting a TIN) and with a certification that
such holder is not subject to backup withholding by completing Substitute Form
W-9 below.
Certain holders (including, among others, all corporations and certain
foreign individuals) are exempt from these backup withholding and reporting
requirements. In general, in order for a foreign individual to qualify as an
exempt recipient, that holder must submit a statement, signed under the
penalties of perjury, attesting to that individual's exempt status. Such
statements may be obtained from the exchange agent. Exempt holders (other than
foreign persons), while not required to file Substitute Form W-9, should file
Substitute Form W-9 and write "exempt" on its face to avoid possible erroneous
backup withholding. Foreign persons not subject to backup withholding should
complete and submit to the exchange agent a Form W-8 BEN (Certificate of Foreign
Status of Beneficial Owner For U.S. Withholding), and/or other applicable
Form(s) W-8 (and any other required certifications), instead of the Substitute
Form W-9. See the enclosed GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
NUMBER AND CERTIFICATION ON SUBSTITUTE FORM W-9 for additional instructions.
If backup withholding applies, Rayovac may be required to withhold at the
applicable rate on interest payments made to a holder of exchange notes. Backup
withholding is not an additional tax. Rather, the amount of backup withholding
is treated, like any other withheld amounts, as an advance payment of a tax
liability, and a holder's U.S. federal income tax liability will be reduced by
the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding with respect to interest payments on the
exchange notes, a holder should notify the exchange agent of its correct TIN by
completing the Substitute Form W-9 below and certifying on Substitute Form W-9
that the TIN provided is correct (or that the holder is awaiting a TIN). In
addition, a holder is required to certify on Substitute Form W-9 that it is (i)
exempt from backup
12
<Page>
withholding, or (ii) not subject to backup withholding due to prior under
reporting of interest or dividend income, or (iii) the Internal Revenue Service
(the "IRS") has notified the holder that the holder is no longer subject to
backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
To avoid backup withholding with respect to interest payments on the
exchange notes, a holder is required to give the exchange agent the TIN of the
registered holder of the exchange notes. If such registered holder is an
individual, the TIN is the taxpayer's social security number. For most other
entities, the TIN is the employer identification number. If the exchange notes
are in more than one name or are not in the name of the actual owner, consult
the enclosed GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND
CERTIFICATION ON SUBSTITUTE FORM W-9 for additional guidelines on what number to
report. If the exchange agent is provided with an incorrect TIN, the holder may
be subject to a $500 penalty imposed by the IRS.
11. WAIVER OF CONDITIONS. Rayovac reserves the absolute right to waive
satisfaction of any or all conditions, completely or partially, enumerated in
the prospectus.
12. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of original notes, by execution
of this letter of transmittal, shall waive any right to receive notice of the
acceptance of original notes for exchange.
None of Rayovac, the exchange agent or any other person is obligated to
give notice of any defect or irregularity with respect to any tender of original
notes nor shall any of them incur any liability for failure to give any such
notice.
13. MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES. If any
certificate(s) representing original notes have been mutilated, lost, destroyed
or stolen, the holder should promptly notify the exchange agent. The holder will
then be instructed as to the steps that must be taken in order to replace the
certificate(s). This letter of transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
certificate(s) have been followed.
14. SECURITY TRANSFER TAXES. Except as provided below, holders who
tender their original notes for exchange will not be obligated to pay any
transfer taxes in connection therewith. If, however, (i) exchange notes are to
be delivered to, or are to be issued in the name of, any person other than the
registered holder of the original notes tendered; (ii) tendered original notes
are registered in the name of any person other than the person signing this
letter of transmittal; or (iii) a transfer tax is imposed for any reason other
than the exchange of original notes in connection with the exchange offer, then
the amount of any such transfer tax (whether imposed on the registered holder or
any other persons) will be payable by the tendering holder. The exchange agent
must receive satisfactory evidence of the payment of such taxes or exemption
therefrom or the amount of such transfer taxes will be billed directly to the
tendering holder.
Except as provided in this Instruction 14, it is not necessary for
transfer tax stamps to be affixed to the original notes specified in this letter
of transmittal.
15. INCORPORATION OF LETTER OF TRANSMITTAL. This letter of transmittal
shall be deemed to be incorporated in any tender of original notes by any DTC
participant effected through procedures established by DTC and, by virtue of
such tender, such participant shall be deemed to have acknowledged and accepted
this letter of transmittal on behalf of itself and the beneficial owners of any
original notes so tendered.
13
<Page>
<Table>
SUBSTITUTE NAME:
Please check the appropriate box:
FORM W-9 / / Individual Sole Proprietor / / Corporation / / Partnership / / Other ________
Department of
Treasury PART 1-PLEASE PROVIDE YOUR TIN IN THE Social security number or
Internal Revenue Service BOX AT RIGHT AND CERTIFY BY SIGNING Employer identification number
AND DATING BELOW.
_______________________________
Payor's Request for Taxpayer PART 2-Certification-Under Penalties of Perjury,
Identification Number ("TIN") 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 either
because (a) I am exempt from backup
withholding, or (b) I have not been notified PART 3-
by the Internal Revenue Service ("IRS") that I Awaiting TIN / /
am subject to backup withholding as a result
of failure to report all interest or
dividends, or (c) the IRS has notified me that
I am no longer subject to backup withholding;
and
(3) I am a U.S. person.
Certification Instructions-You must cross out item (2) in Part 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 _________ , 2002
NAME ______________________________________________________________
ADDRESS ______________________________________________________________
CITY ______________________ STATE _________ ZIP CODE __________
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
ON OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE, AS WELL AS FUTURE
DIVIDEND PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" ON
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 Officer or (b) I intend to mail
or deliver an application in the near future. I understand that until I provide
a taxpayer identification number all reportable payments made to me will be
subject to backup withholding, but will be refunded if I provide a certified
taxpayer identification number within 60 days.
________________________________ ________________________________, 2002
Signature Date
THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER
THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
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<Page>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You)
to Give the Payer. Social security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits
separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
<Table>
<Caption>
For this type of account: Give the social security number of--
- ---------------------------------------------------------------------------------------------------
1. Individual The Individual
2. Two or more individuals (joint account) The actual owner of the account or, if
combined funds, the first individual on the
account(1)
3. Custodian account of a minor (Uniform Gift to The minor(2)
Minors Act)
4. a. The usual revocable savings trust account The grantor-trustee(1)
(grantor is also trustee)
b. So-called trust account that is not a The actual owner(1)
legal or valid trust under state law
5. Sole proprietorship The owner(3)
- ---------------------------------------------------------------------------------------------------
For this type of account: Give the employer identification number of--
- ---------------------------------------------------------------------------------------------------
6. Sole proprietorship The owner(3)
7. A valid trust, estate, or pension trust The legal entity(4)
8. Corporate The corporation
9. Association, club, religious, charitable, The organization
educational, or other tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture in The public entity
the name of a public entity (such as a state
or local government, school district, or
prison) that receives agricultural program
payments
- --------------------------------------------------------------------------------------------------
</Table>
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a social security number,
that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number of
your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpayer identification number of the
personal representative or trustee unless the legal entity itself is
not designated in the account title.)
NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE
CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX FORM or visiting the IRS's
Internet website at www.irs.gov, and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
PAYEES SPECIFICALLY EXEMPTED FROM WITHHOLDING INCLUDE:
- - An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7), if
the account satisfies the requirements of Section 401(f)(2).
- - The United States or a state thereof, the District of Columbia, a
possession of the United States, or a political subdivision or
instrumentality of any one or more of the foregoing.
- - An international organization or any agency or instrumentality
thereof.
- - A foreign government or any political subdivision, agency or
instrumentality thereof.
PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
- - A corporation.
- - A financial institution.
- - A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
- - A real estate investment trust.
- - A common trust fund operated by a bank under Section 584(a).
- - An entity registered at all times during the tax year under the
Investment Company Act of 1940.
- - A middleman known in the investment community as a nominee or custodian.
- - A futures commission merchant registered with the Commodity Futures Trading
Commission.
- - A foreign central bank of issue.
- - A trust exempt from tax under Section 664 or described in Section 4947.
PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS GENERALLY EXEMPT FROM BACKUP
WITHHOLDING INCLUDE:
- - Payments to nonresident aliens subject to withholding under
Section 1441.
- - Payments to partnerships not engaged in a trade or business in the
United States and that have at least one nonresident alien partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
- - Section 404(k) payments made by an ESOP
PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
- - Payments of interest on obligations issued by individuals. Note:
You may be subject to backup withholding if this interest is $600 or more
and you have not provided your correct taxpayer identification number to
the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends
under Section 852).
- - Payments described in Section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under Section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage or student loan interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST PROVIDE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING FURNISH YOUR TAXPAYER IDENTIFICATION
NUMBER, WRITE "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE FORM, AND
RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE--Section 6109 requires you to provide your correct taxpayer
identification number to the payer, who must report the payments to the IRS. The
IRS uses the numbers for identification purposes and may also provide this
information to various government agencies for tax enforcement or litigation
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold a percentage of
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.
PENALTIES
(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to
furnish your taxpayer identification number to the payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If
you make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including times and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
2