LETTER OF TRANSMITTAL
GREAT LAKES ACQUISITION CORP.
OFFER FOR ALL OUTSTANDING
13 1/8% SENIOR DISCOUNT DEBENTURES DUE 2009
IN EXCHANGE FOR
13 1/8% SERIES B SENIOR DISCOUNT DEBENTURES DUE 2009
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 (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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DELIVERY TO:
State Street Bank and Trust Company of California, N.A., EXCHANGE AGENT
c/o State Street Bank and Trust Company
BY MAIL: BY OVERNIGHT COURIER:
2 International Place 2 International Place
Boston, MA 02110 Boston, MA 02110
Attention: Attention:
BY HAND:
2 International Place
Boston, MA 02110
FOR INFORMATION CALL:
(213) 362-7369
BY FACSIMILE TRANSMISSION
(for Eligible Institutions only):
(617) 664-5290
Attention: Corporate Trust Department
CONFIRM BY TELEPHONE:
(617) 664-5587
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF
TRANSMITTAL.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated , 1998 (the "Prospectus"), of Great Lakes
Acquisition Corporation, a Delaware corporation (the "Company"), and this Letter
of Transmittal (the "Letter"), which together constitute the Company's offer
(the "Exchange Offer") to exchange an aggregate principal amount of up to
$56,600,000 of the Company's 13 1/8% Series B Senior Discount Debentures due
2009 which have been registered under the Securities Act of 1933, as amended
(the "New Debentures"), for a like principal amount of the Company's issued and
outstanding 13 1/8% Senior Discount Debentures due 2009 (the "Old Debentures")
from the registered holders thereof (the "Holders").
For each Old Debenture accepted for exchange, the holder of such Old
Debenture will receive a New Debenture having a principal amount equal to that
of the surrendered Old Debenture. The New
Debentures will bear interest from the most recent date to which interest has
been paid on the Old Debentures or, if no interest has been paid on the Old
Debentures, from May 22, 1998. Accordingly, registered Holders of New Debentures
on the relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the most
recent date to which interest has been paid or, if no interest has been paid,
from May 22, 1998. Old Debentures accepted for exchange will cease to accrue
interest from and after the date of consummation of the Exchange Offer. Holders
of Old Debentures whose Old Debentures are accepted for exchange will not
receive any payment in respect of accrued interest on such Old Debentures.
This Letter is to be completed by a Holder of Old Debentures either if
certificates are to be forwarded herewith or if a tender of certificates for Old
Debentures, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus and an Agent's
Message is not delivered. Tenders by Book-entry transfer may also be made by
delivering an Agent's Message in lieu of this Letter. 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 (as
defined below), 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 this Letter
and that the Company may enforce this Letter against such participant. Holders
of Old Debentures whose certificates are not immediately available, or who are
unable to deliver their certificates or confirmation of the book-entry tender of
their Old Debentures into the Exchange Agent's account at the Book-Entry
Transfer Facility (a "Book-Entry Confirmation") and all other documents required
by this Letter to the Exchange Agent on or prior to the Expiration Date, must
tender their Old Debentures according to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
2
List below the Old Debentures to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Debentures should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD DEBENTURES
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(1) (2) (3) (4)
AGGREGATE
PRINCIPAL
NAME(S) AND ADDRESS(ES) AMOUNT OF PRINCIPAL
OF REGISTERED WARRANT HOLDER(S) CERTIFICATE OLD AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)(*) DEBENTURE(S) TENDERED(**)
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TOTAL
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*NEED NOT BE COMPLETED IF OLD DEBENTURES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER.
**UNLESS OTHERWISE INDICATED IN THIS COLUMN, A HOLDER WILL BE DEEMED TO HAVE TENDERED ALL OF
THE OLD DEBENTURES REPRESENTED BY THE OLD DEBENTURES INDICATED IN COLUMN 2. SEE
INSTRUCTION 2. OLD DEBENTURES TENDERED HEREBY MUST BE IN DENOMINATIONS OF PRINCIPAL AMOUNT
OF $1,000 AND ANY INTEGRAL MULTIPLE THEREOF. SEE INSTRUCTION 1.
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3
/ / CHECK HERE IF TENDERED OLD DEBENTURES 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 ____________________________________________________
By crediting the Old Debentures to the Exchange Agent's account at the
Book-Entry Transfer Facility's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer,
including transmitting to the Exchange Agent a computer-generated message (an
"Agent's Message") in which the holder of the Old Debentures acknowledges and
agrees to be bound by the terms of, and makes the representations and warranties
contained in, the Letter, the participant in the Book-Entry Transfer Facility
confirms on behalf of itself and the beneficial owners of such Old Debentures
all provisions of this Letter (including all representations and warranties)
applicable to it and such beneficial owner as fully as if it had completed the
information required herein and executed and transmitted this Letter to the
Exchange Agent.
/ / CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution Which Guaranteed Delivery ______________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE IF TENDERED OLD DEBENTURES ARE ENCLOSED HEREWITH
/ / 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: ___________________________________________________________________
_______________________________________
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 New
Debentures. If the undersigned is a broker-dealer that will receive New
Debentures for its own account in exchange for Old Debentures that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act of 1933, as amended, in connection with any resale of such New
Debentures; however, by so acknowledging and by delivering such a prospectus the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act of 1933, as amended. If the undersigned is a
broker-dealer that will receive New Debentures, it represents that the Old
Debentures to be exchanged for the New Debentures were acquired as a result of
market-making activities or other trading activities.
4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Debentures indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Debentures tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Debentures as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Old Debentures, with full power of substitution, among
other things, to cause the Old Debentures to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Old
Debentures, and to acquire Exchange Debentures issuable upon the exchange of
such tendered Old Debentures, and that, when the same are accepted for exchange,
the Company will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claim when the same are accepted by the Company. The undersigned hereby further
represents that any New Debentures acquired in exchange for Old Debentures
tendered hereby will have been acquired in the ordinary course of business of
the person receiving such New Debentures, whether or not such person is the
undersigned, that neither the Holder of such Old Debentures nor any such other
person is participating in, intends to participate in or has an arrangement or
understanding with any person to participate in the distribution of such New
Debentures and that neither the Holder of such Old Debentures nor any such other
person is an "affiliate," as defined in Rule 405 under the Securities Act of
1933, as amended (the "Securities Act"), of the Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Debentures issued pursuant to the Exchange Offer in
exchange for the Old Debentures may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder that is an
"affiliate" of the Company 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 New Debentures are acquired
in the ordinary course of any such Holder's business and any such Holder has no
arrangement with any person to participate in the distribution of such New
Debentures. However, the Company has not sought and does not intend to seek its
own no-action letter, and accordingly, the SEC has not considered and will not
consider 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. 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 New Debentures and has no arrangement or
understanding to participate in a distribution of New Debentures. If any Holder
is an affiliate of the Company, is engaged in or intends to engage in or has any
arrangement or understanding with respect to the distribution of the New
Debentures to be acquired pursuant to the Exchange Offer, such Holder (i) could
not rely on the applicable interpretations of the staff of the SEC and (ii) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. If the undersigned is
a broker-dealer that will receive New Debentures for its own account in exchange
for Old Debentures, it represents that the Old Debentures to be exchanged for
the New Debentures were acquired by it as a result of market-making activities
or other trading activities and acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Debentures; however, by so acknowledging and by delivering a prospectus
meeting the requirements of the Securities Act, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
5
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Debentures tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Debentures (and, if applicable,
substitute certificates representing Old Debentures for any Old Debentures not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Old Debentures, please credit the account indicated above maintained
at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the New
Debentures (and, if applicable, substitute certificates representing Old
Debentures for any Old Debentures not exchanged) to the undersigned at the
address shown above in the box entitled "Description of Old Debentures."
6
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
DEBENTURES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD DEBENTURES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Debentures not exchanged
and/or New Debentures are to be issued in the name of and sent to someone
other than the person or persons whose signature(s) appear(s) on this Letter
above, or if Old Debentures delivered by book-entry transfer which are not
accepted for exchange are to be returned by credit to an account maintained
at the Book-Entry Transfer Facility other than the account indicated above.
Issue: New Debentures and/or Old
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
___________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
/ / Credit unexchanged Old Debentures delivered by book-entry transfert to
the Book-Entry Transfer Facility account set forth below.
____________________________________________________________________________
(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Debentures not exchanged
and/or New Debentures are to be sent to someone other than the person or
persons whose signature(s) appear(s) on this Letter above or to such person
or persons at an address other than shown in the box entitled "Description
of Old Debentures" on this Letter above.
Mail: New Debentures and/or Old Debentures to:
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
___________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD DEBENTURES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
7
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
x ______________________________ ____________________________________ , 1998
x ______________________________ ____________________________________ , 1998
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number: ____________________________________________
If a holder is tendering any Old Debentures, this Letter must be signed
by the registered holder(s) as the name(s) appear(s) on the certificate(s)
for the Old Debentures or by any person(s) authorized to become registered
holder(s) by endorsements and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, officer or other person
acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s) ____________________________________________________________________
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution: ___________________________________________________
AUTHORIZED SIGNATURE
____________________________________________________________________________
TITLE
____________________________________________________________________________
NAME AND FIRM
Date: _______________________________________________________________ , 1998
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER FOR THE
13 1/3% SENIOR DISCOUNT DEBENTURES DUE 2009 OF GREAT LAKES ACQUISITION CORP. IN
EXCHANGE FOR THE
13 1/3% SERIES B SENIOR DISCOUNT DEBENTURES DUE 2009 OF GREAT LAKES ACQUISITION
CORP.,
1. DELIVERY OF THIS LETTER AND DEBENTURES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Old Debentures either if
certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
"The Exchange Offer--Book-Entry Transfer" section of the Prospectus and an
Agent's Message is not delivered. Tenders by book-entry transfer may also be
made by delivering an Agent's Message in lieu of this Letter of Transmittal.
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, and makes the representations and warranties
contained in, the Letter of Transmittal and that the issuers may enforce the
Letter of Transmittal against such participant. Certificates for all
physically tendered Old Debentures, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter (or
manually signed facsimile hereof) and any other documents required by this
Letter, must be received by the Exchange Agent at the address set forth
herein on or prior to the Expiration Date, or the tendering holder must
comply with the guaranteed delivery procedures set forth below. Old
Debentures tendered hereby must be in denominations of principal amount of
$1,000 and any integral multiple thereof.
Holders whose certificates for Old Debentures are not immediately available
or who cannot deliver their certificates and all other required documents to
the Exchange Agent on or prior to the Expiration Date, or who cannot
complete the procedure for book-entry transfer on a timely basis, may tender
their Old Debentures pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made
through an Eligible Institution, (ii) prior to 5:00 P.M., New York City
time, on the Expiration Date, the Exchange Agent must receive from such
Eligible Institution a properly completed and duly executed Letter (or a
facsimile thereof) and Notice of Guaranteed Delivery, substantially in the
form provided by the Company (by facsimile transmission, mail or hand
delivery), setting forth the name and address of the holder of Old
Debentures and the amount of Old Debentures tendered, stating that the
tender is being made thereby and guaranteeing that within three New York
Stock Exchange ("NYSE") trading days after the Expiration Date, the
certificates for all physically tendered Old Debentures, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, together with a
properly completed and duly executed Letter (or facsimile thereof or Agent's
Message in lieu thereof) with any required signature guarantees and any
other documents required by this Letter will be deposited by the Eligible
Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Old Debentures, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, together with a properly
completed and duly executed Letter (or facsimile thereof or Agent's Message
in lieu thereof) with any required signature guarantees and any and all
other documents required by this Letter, are received by the Exchange Agent
within three NYSE trading days after the Expiration Date.
The method of delivery of this Letter, the Old Debentures and all other
required documents is at the election and risk of the tendering holders, but
the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If Old Debentures are sent by mail, it is suggested that
8
the mailing be registered mail, properly insured, with return receipt
requested, made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 P.M., New York City time, on
the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO DEBENTUREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Old Debentures evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Old Debentures to be tendered in the box above entitled
"Description of Old Debentures--Principal Amount Tendered." A reissued
certificate representing the balance of nontendered Old Debentures will be
sent to such tendering holder, unless otherwise provided in the appropriate
box on this Letter, promptly after the Expiration Date. All of the Old
Debentures delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old Debentures
tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates or on the Book-Entry Transfer
Facility's security position listing as the holder of such Old Debentures
without any change whatsoever.
If any tendered Old Debentures are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Old Debentures are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the Old
Debentures specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New
Debentures are to be issued, or any untendered Old Debentures are to be
reissued, to a person other than the registered holder, then endorsements of
any certificates transmitted hereby or separate bond powers are required.
Signatures on such certificate(s) must be guaranteed by an Eligible
Institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s)
on the certificate(s) and signatures on such certificate(s) must be
guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by the
Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD DEBENTURES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A
FINANCIAL INSTITUTION (INCLUDING MOST BANKS, SAVINGS AND LOAN ASSOCIATIONS
AND BROKERAGE HOUSES) THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM, THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE
PROGRAM OR THE STOCK EXCHANGES MEDALLION PROGRAM (EACH AN "ELIGIBLE
INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
PROVIDED THE OLD DEBENTURES ARE TENDERED: (I) BY A REGISTERED HOLDER OF OLD
DEBENTURES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY
PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME
9
APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OLD DEBENTURES)
WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR
"SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER, OR (II) FOR THE ACCOUNT OF
AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Debentures should indicate in the applicable box
the name and address to which New Debentures issued pursuant to the Exchange
Offer and or substitute certificates evidencing Old Debentures not exchanged
are to be issued or sent, if different from the name or address of the
person signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named must
also be indicated. Debentureholders tendering Old Debentures by book-entry
transfer may request that Old Debentures not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such
Debentureholders may designate hereon. If no such instructions are given,
such Old Debentures not exchanged will be returned to the name and address
of the person signing this Letter.
5. TAXPAYER IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose Old
Debentures are accepted for exchange must provide the Company (as payor)
with such holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which in the case of a tendering holder who is an
individual, is his or her social security number. If the Company is not
provided with the current TIN or an adequate basis for an exemption from
backup withholding, such tendering holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, the Exchange Agent may
be required to withhold 31% of the amount of any reportable payments made
after the exchange to such tendering holder of New Debentures. If
withholding results in an overpayment of taxes, a refund may be obtained.
Exempt holders of Old Debentures (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding
and reporting requirements. See the enclosed Guidelines of Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guideline")
for additional instructions.
To prevent backup withholding, each tendering holder of Old Debentures must
provide its correct TIN by completing the Substitute Form W-9 set forth
below, certifying, under penalties of perjury, that the TIN provided is
correct (or that such holder is awaiting a TIN) and that (i) the holder is
exempt from backup withholding, or (ii) the holder has not been notified by
the Internal Revenue Service that such holder is subject to backup
withholding as a result of a failure to report all interest or dividends or
(iii) the Internal Revenue Service has notified the holder that such holder
is no longer subject to backup withholding. If the tendering holder of Old
Debentures is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Exchange Agent a completed Form W-8,
Certificate of Foreign Status. These forms may be obtained from the Exchange
Agent. If the Old Debentures are in more than one name or are not in the
name of the actual owner, such holder should consult the W-9 Guidelines for
information on which TIN to report. If such holder does not have a TIN, such
holder should consult the W-9 Guidelines for instructions on applying for a
TIN, check the box in Part 2 of the Substitute Form W-9 and write "applied
for" in lieu of its TIN. Debenture: Checking this box and writing "applied
for" on the form means that such holder has already applied for a TIN or
that such holder intends to apply for one in the near future. If the box in
Part 2 of the Substitute Form W-9 is checked, the Exchange Agent will retain
31% of reportable payments made to a holder during the sixty (60) day period
following the date of the Substitute Form W-9. If the holder furnishes the
Exchange Agent with his or her TIN within sixty (60) days of the Substitute
Form W-9, the Exchange Agent will remit such amounts retained during such
sixty (60) day period to such holder and no further amounts will be retained
or withheld from payments made to the
10
holder thereafter. If, however, such holder does not provide its TIN to the
Exchange Agent within such sixty (60) day period, the Exchange Agent will
remit such previously withheld amounts to the Internal Revenue Service as
backup withholding and will withhold 31% of all reportable payments to the
holder thereafter until such holder furnishes its TIN to the Exchange Agent.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Debentures to it or its order pursuant to the Exchange Offer. If,
however, New Debentures and/or substitute Old Debentures not exchanged are
to be delivered to, or are to be registered or issued in the name of, any
person other than the registered holder of the Old Debentures tendered
hereby, or if tendered Old Debentures are registered in the name of any
person other than the person signing this Letter, or if a transfer tax is
imposed for any reason other than the transfer of Old Debentures to the
Company or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted herewith,
the amount of such transfer taxes will be billed directly to such tendering
holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Debentures specified in this
Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Debentures, by execution of this
Letter or an Agent's Message in lieu thereof, shall waive any right to
receive notice of the acceptance of their Old Debentures for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Debentures nor shall any of them incur any liability for failure to give any
such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD DEBENTURES.
Any holder whose Old Debentures have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
10. WITHDRAWAL RIGHTS
Tenders of Old Debentures may be withdrawn at any time prior to 5:00 P.M.,
New York City time, on the Expiration Date.
For a withdrawal of a tender of Old Debentures to be effective, a written
notice of withdrawal must be received by the Exchange Agent at the address
set forth above prior to 5:00 P.M., New York City time, on the Expiration
Date. Any such notice of withdrawal must (i) specify the name of the person
having tendered the Old Debentures to be withdrawn (the "Depositor"), (ii)
identify the Old Debentures to be withdrawn (including certificate number or
numbers and the principal amount of such Old Debentures), (iii) contain a
statement that such holder is withdrawing his election to have such Old
Debentures exchanged, (iv) be signed by the holder in the same manner as the
original signature on the Letter by which such Old Debentures were tendered
(including any required signature guarantees) or be accompanied by documents
of transfer to have the Trustee with respect to the Old
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Debentures register the transfer of such Old Debentures in the name of the
person withdrawing the tender and (v) specify the name in which such Old
Debentures are registered, if different from that of the Depositor. If Old
Debentures have been tendered pursuant to the procedure for book-entry
transfer set forth in "The Exchange Offer--Book-Entry Transfer" section of
the Prospectus, any notice of withdrawal must specify the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Old Debentures and otherwise comply with the procedures of such
facility. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Old Debentures
so withdrawn will be deemed not to have been validly tendered for exchange
for purposes of the Exchange Offer and no New Debentures will be issued with
respect thereto unless the Old Debentures so withdrawn are validly
retendered. Any Old Debentures that have been tendered for exchange but
which are not exchanged for any reason will be returned to the Holder
thereof without cost to such Holder (or, in the case of Old Debentures
tendered by book-entry transfer into the Exchange Agent's account at the
Book-Entry Transfer Facility pursuant to the book-entry transfer procedures
set forth in "The Exchange Offer--Book-Entry Transfer" section of the
Prospectus, such Old Debentures will be credited to an account maintained
with the Book-Entry Transfer Facility for the Old Debentures) as soon as
practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Old Debentures may be retendered by
following the procedures described above at any time on or prior to 5:00
P.M., New York City time, on the Expiration Date.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, and requests for
Notices of Guaranteed Delivery and other related documents may be directed
to the Exchange Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYOR'S NAME: STATE STREET BANK AND TRUST COMPANY
- ----------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR
FORM W-9 TIN IN THE BOX AT RIGHT AND TIN: ----------------------
Department of the Treasury CERTIFY BY SIGNING AND DATING Social Security Number or
Internal Revenue Service BELOW. Employer Identification
Number
----------------------------------------------------------
Payor's Request for Taxpayer
Identification Number Part 2--TIN Applied For / /
("TIN")
and Certification
- ----------------------------------------------------------------------------------------
CERTIFICATION: Under the penalties of perjury, I certify that:
(1) the number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me).
(2) I am not subject to backup withholding either because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS")
that I am subject to backup withholding as a result of a failure to report all interest
or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding, and
(3) any other information provided on this form is true and correct.
Signature ----------------------------------------------------- Date -------------
- ----------------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified by the
IRS that you are subject to backup withholding because of underreporting of interest or
dividends on your tax return and you have not been notified by the IRS that you are no
longer subject to backup withholding.
- ----------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
- ------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not
been issued to me, and either (a) I have mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (b) I intend to mail or deliver
an application in the near future. I understand that if I do not provide a taxpayer
identification number by the time of the exchange, 31 percent of all reportable
payments made to me thereafter will be withheld until I provide a number.
- ---------------------------------------- ----------------------------------------
Signature Date
- ------------------------------------------------------------------------------------
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