EXHIBIT 99.1
LETTER OF TRANSMITTAL
ISG RESOURCES, INC.
OFFER TO EXCHANGE 10% SENIOR SUBORDINATED NOTES DUE 2008, WHICH HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") FOR 10% SENIOR SUBORDINATED NOTES DUE 2008
THIS 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 TENDERS MAY BE WITHDRAWN PRIOR TO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.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
U.S. BANK NATIONAL ASSOCIATION
BY MAIL, OVERNIGHT COURIER OR HAND:
U.S. Bank National Association
107 South Main Street, Suite 303
Salt Lake City, Utah 84111
Attention: Kim Galbraith
BY FACSIMILE: (801) 534-6208
FOR INFORMATION, CALL:
(801) 534-6083
(Originals of all documents sent by facsimile should be sent
promptly by registered or certified mail, by hand or by overnight courier)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR
RESTRICTED NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT
WITHDRAW) THEIR RESTRICTED NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION
DATE.
The undersigned acknowledges receipt of the prospectus dated ,
1998 (the "Prospectus") of ISG Resources, Inc. (formerly JTM Industries, Inc.),
a Texas corporation (the "Company"), and this Letter of Transmittal (this
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange an aggregate principal amount of up to $100 million of 10% Senior
Subordinated Notes due 2008 (the "Exchange Notes") of the Company which have
been registered under the Securities Act for a like principal amount of the
issued and outstanding 10% Senior Subordinated Notes due 2008 (the "Restricted
Notes" and together with the Exchange Notes, the "Notes") of the Company.
Capitalized terms used but not defined herein have the meanings given to them in
the Prospectus.
For each Restricted Note accepted for exchange and not validly withdrawn,
the holder of such Restricted Note will receive an Exchange Note having a
principal amount equal to that of the surrendered Restricted Note. Restricted
Notes accepted for exchange will cease to accrue interest from and after the
date of consummation of the Exchange Offer. Holders of Restricted Notes whose
Restricted Notes are accepted for exchange will not receive any payment in
respect of interest on such Restricted Notes otherwise payable on any interest
payment date the record date for which occurs on or after consummation of the
Exchange Offer. Interest on the Exchange Notes will accrue from the last
interest payment date on
which interest was paid on the Restricted Notes surrendered in exchange therefor
or, if no interest has been paid on the Restricted Notes, from the date of
original issue of the Restricted Notes. The Company reserves the right, at any
time or from time to time, to extend the Exchange Offer at its discretion, in
which event the term "Expiration Date" shall mean the latest time and date to
which the Exchange Offer is extended. The Company shall notify the holders of
the Restricted Notes of any extension by means of a press release or other
public announcement prior to 9:00 A.M., New York City time, on the next business
day after the previously scheduled Expiration Date.
This Letter is to be used by a holder of Restricted Notes if: (i)
certificates representing Restricted Notes are to be forwarded herewith; (ii)
tender of Restricted Notes 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
Prospectus under "The Exchange Offer-- Book Entry Transfer" by any financial
institution that is a participant in the Book-Entry Transfer Facility and whose
name appears on a security position listing as the owner of Restricted Notes; or
(iii) tender of Restricted Notes is to be made according to the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedures." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
Holders of Restricted Notes whose Restricted Notes are held through
positions at Cedel or Euroclear must tender such Restricted Notes according to
the procedures for tendering set forth in the Prospectus under "The Exchange
Offer--Restricted Notes Held Through Cedel or Euroclear."
The term "holder" with respect to the Exchange Offer means any person: (i)
in whose name Restricted Notes are registered on the books of the Company or any
other person who has obtained a proper completed bond power from the registered
holder; or (ii) whose Restricted Notes are held of record by the Book-Entry
Transfer Facility who desires to deliver such Restricted Notes by book-entry
transfer at the Book-Entry Transfer Facility. The undersigned has completed,
executed and delivered this Letter of Transmittal to indicate the action the
undersigned desires to take with respect to the Exchange Offer.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 10 herein.
Listed below are the Restricted Notes to which this Letter relates.
2
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR
RESTRICTED NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX BELOW
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DESCRIPTION OF RESTRICTED NOTES
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1 2 3 4
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AGGREGATE
PRINCIPAL
AMOUNT OF
RESTRICTED
NAME(S) AND ADDRESS(ES) OF NOTES PRINCIPAL
REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* CERTIFICATE(S) TENDERED**
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Total
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* Need not be completed if Restricted Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, any tendering holder of
Restricted Notes will be deemed to have tendered ALL of the Restricted Notes
indicated in column 3. See Instruction 2. If the space provided above is
inadequate, the certificate numbers and principal amount of Restricted Notes
should be listed on a separate signed schedule affixed hereto. Restricted
Notes tendered hereby must be in denominations of principal amount of $1,000
and any integral multiple thereof. See Instruction 1.
3
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SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if certificates for Restricted Notes not tendered
or not accepted for exchange, or Exchange Notes are to be issued in the name
of someone other than the undersigned, or if Restricted Notes tendered by
book-entry transfer which are not accepted for exchange are to be credited
to an account maintained by the Book-Entry Transfer Facility other than the
account indicated above.
Issue Exchange Notes and/or Restricted Notes to:
Name _______________________________________________________________________
(PLEASE PRINT)
ADDRESS __________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
Credit unexchanged Restricted Notes delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below.
(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
- ------------------------------------------------------
- ------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if certificates for Restricted Notes not tendered
or not accepted for exchange, or Exchange Notes are to be sent to someone
other than the undersigned, or to the undersigned at an address other than
that shown in the box entitled "Description of Restricted Notes" above.
Mail Exchange Notes and/or Restricted Notes to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
- -----------------------------------------------------
4
/ / CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_____________________________________________
Transfer Facility Book-Entry Account No.:__________________________________
Transaction Code No.:______________________________________________________
/ / CHECK HERE IF YOU ARE A HOLDER OF RESTRICTED NOTES THROUGH A POSITION AT
CEDEL OR EUROCLEAR AND TENDERED RESTRICTED NOTES ARE BEING DELIVERED
PURSUANT TO THE PROCEDURES PRESCRIBED BY SUCH INSTITUTIONS.
Please check the appropriate box:
/ / Euroclear / / Cedel
Name of Tendering Institution______________________________________________
Account Number_____________________________________________________________
(Holders of Restricted Notes must inform Euroclear or Cedel, as the
case may be, of any tender of Restricted Notes by them including the
account number and the principal amount tendered by such holder.)
/ / CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):___________________________________________
Window Ticket Number (if any):_____________________________________________
Date of Execution of Notice of Guaranteed Delivery:________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
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:___________________________________________________________________
5
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Restricted Notes that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
6
Ladies and Gentlemen:
Subject to the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal amount of
Restricted Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Restricted Notes tendered in accordance with this Letter of
Transmittal, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company, all right, title and interest in and to such Restricted
Notes tendered hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge
that the Exchange Agent also acts as the agent of the Company and as Trustee
under the Indenture for the Restricted Notes and Exchange Notes) with respect to
the tendered Restricted Notes with full power of substitution to (i) deliver
certificates for such Restricted Notes to the Company, or transfer ownership of
such Restricted Notes on the account books maintained by the Book-Entry Transfer
Facility and deliver all accompanying evidence of transfer and authenticity to,
or upon the order of, the Company and (ii) present such Restricted Notes for
transfer on the books of the Company and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Restricted Notes, all in
accordance with the terms and subject to the conditions of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed irrevocable and
coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Restricted Notes
tendered hereby and that 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 (i) any Exchange Notes acquired in
exchange for Restricted Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such Exchange Notes, whether
or not such person is the holder, (ii) neither the holder of such Restricted
Notes nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such Exchange Notes, (iii) if the
holder of Restricted Notes is not a broker-dealer, or is a broker-dealer but
will not receive Exchange Notes for its own account in exchange for Restricted
Notes, neither the holder nor any such other person is engaged in or intends to
engage in the distribution of such Exchange Notes and (iv) neither the holder of
such Restricted Notes nor any such other person is an "affiliate," as defined in
Rule 405 under the Securities Act, of the Company.
The undersigned also 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 Exchange Notes issued in exchange for the Restricted Notes
pursuant to the Exchange Offer 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 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 Company does not intend to request the SEC to consider, and
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. 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 Exchange Notes 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 and that such a resale transaction must be covered by an
effective registration statement containing the selling security holder
information required by the applicable regulation. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Restricted Notes,
7
that were acquired by it as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
its is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents reasonably deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the assignment, transfer and purchase of the Restricted
Notes tendered hereby. All authority conferred or agreed to be conferred in this
Letter shall survive the death, incapacity or dissolution of the undersigned and
every obligation of the undersigned hereunder shall be binding upon the
undersigned's heirs, personal representatives, successors and assigns, trustees
in bankruptcy or other legal representatives of the undersigned. This tender may
be withdrawn only in accordance with the procedures set forth under the caption
"The Exchange Offer--Withdrawal Rights" in the Prospectus.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted properly tendered Restricted Notes for exchange when, as and if the
Company has given oral or written notice thereof to the Exchange Agent with
written confirmation of any oral notice to be given promptly thereafter.
The undersigned understands that tenders of Restricted Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Restricted Notes" in the Prospectus and in the instructions hereto
will constitute a binding agreement between the undersigned and the Company upon
the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the Exchange Notes issued in exchange for
the Restricted Notes accepted for exchange and return any Restricted Notes not
tendered or not exchanged in the name(s) of the undersigned (or in either such
event in the case of the Restricted Notes tendered by the Book-Entry Transfer
Facility, by credit to the undersigned's account, at the Book-Entry Transfer
Facility). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the Exchange Notes
issued in exchange for the Restricted Notes accepted for exchange and any
certificates for Restricted Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s), unless, in either event, tender is being
made through the Book-Entry Transfer Facility. In the event that both "Special
Issuance Instructions" and "Special Delivery Instructions" are completed, please
issue the certificates representing the Exchange Notes issued in exchange for
the Restricted Notes accepted for exchange and return any Restricted Notes not
tendered or not exchanged in the name(s) of, and send such certificates to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Restricted Notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the
Restricted Notes so tendered.
Holders of Restricted Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Restricted Notes 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 Restricted Notes according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 1.
8
PLEASE SIGN HERE WHETHER OR NOT
RESTRICTED NOTES ARE BEING TENDERED HEREBY
X _________________________________________ ____________________
DATE
X _________________________________________ ____________________
SIGNATURE(S) OF REGISTERED HOLDER(S) DATE
OR AUTHORIZED SIGNATORY
Area Code and Telephone Number: ________________
The above lines must be signed by the registered holder(s) of Restricted
Notes as their name(s) appear(s) on the Restricted Notes or, if the Restricted
Notes are tendered by a participant in the Book-Entry Transfer Facility, as such
participant's name appears on a security position listing as the owner of
Restricted Notes, or by person(s) authorized to become registered holder(s). If
Restricted Notes to which this Letter of Transmittal relates are held of record
by two or more joint holders, then all such holders must sign this Letter of
Transmittal. 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, such person must (i) set forth his or her full title
below and (ii) unless waived by the Company, submit evidence satisfactory to the
Company of such person's authority as to act. See Instruction 3 regarding the
completion of this Letter of Transmittal.
Name(s): ______________________________________________________________________
(PLEASE PRINT)
Capacity: _____________________________________________________________________
Address: ______________________________________________________________________
(INCLUDE ZIP CODE)
Signature(s) Guaranteed by an Eligible Institution (as defined): (If
required by Instruction 3)
_________________________________________________________________________
(AUTHORIZED SIGNATURE)
_________________________________________________________________________
(TITLE)
_________________________________________________________________________
(NAME OF FIRM)
_________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA
CODE) OF FIRM)
Date: ______________________________, 1998
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders (which term, for purposes of the
Exchange Offer, includes any participant in the Book-Entry Transfer Facility
system whose name appears on a security position listing as the holder of such
Restricted Notes) 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 Prospectus under the caption "The Exchange
Offer--Book-Entry Transfer." Certificates for all physically tendered Restricted
Notes or Book-Entry Confirmation, as the case may be, as well as this 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 5:00 p.m. New York City time on
the Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Restricted Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
Holders of Restricted Notes whose certificates for Restricted Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to 5:00 p.m. New York City
time on the Expiration Date, or who cannot complete the procedure for book-entry
transfer on a timely basis, may tender their Restricted Notes pursuant to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." Pursuant to such
procedures, (i) such tender must be made by or through an Eligible Institution
and a Notice of Guaranteed Delivery must be signed by such holder; (ii) on or
prior to the Expiration Date, the Exchange Agent must receive from such holder
and Eligible Institution a properly completed and duly executed 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 Restricted Notes, the certificate number(s) of the
tendered Restricted Notes, and the amount of Restricted Notes tendered, stating
that the tender is being made thereby and guaranteeing that, within five
business days after the date of delivery of the Notice of Guaranteed Delivery,
the certificates for all physically tendered Restricted Notes, or a Book-Entry
Confirmation, a duly executed Letter (or a facsimile thereof) and any other
documents required by the Letter will be deposited by the Eligible Institution
with the Exchange Agent; and (iii) the certificates for all physically tendered
Restricted Notes, in the proper form for transfer, or Book-Entry Confirmation,
as the case may be, and all other properly completed and executed documents
required by this Letter, are received by the Exchange Agent within five business
days after the Expiration Date. Any holder who wishes to tender Restricted Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery and a Letter of
Transmittal relating to such Restricted Notes prior to 5:00 p.m. New York City
time, on the Expiration Date.
In the case of Restricted Notes held through Cedel or Euroclear, holders of
such Restricted Notes wishing to tender such Restricted Notes for exchange
pursuant to the Exchange Offer must send instructions to Cedel or Euroclear, as
the case may be, to block the Restricted Notes in such holder's account at Cedel
or Euroclear. In addition, such holder of Restricted Notes must transmit this
properly completed and duly executed Letter, including all other documents
required by this Letter to the Exchange Agent. See "The Exchange
Offer--Restricted Notes Held Through Cedel or Euroclear" section of the
Prospectus.
The method of delivery of this Letter, the Restricted Notes and all other
required documents is at the election and risk of the tendering holders, and the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Restricted Notes are sent by mail, it is suggested that the
10
mailing be 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.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Restricted Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Restricted Notes to be tendered in the box above
entitled "Description of Restricted Notes." A reissued certificate representing
the balance of nontendered Restricted Notes 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 Restricted Notes 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 Restricted Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
If any tendered Restricted Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Restricted Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the
Restricted Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Restricted Notes are to be reissued,
to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) or bond powers must be guaranteed by an Eligible
Institution.
If this Letter is signed by a person or persons 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). Signatures on such certificate(s) or bond
powers must be guaranteed by an Eligible Institution.
If this Letter, any certificates, bond powers or powers of attorney 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 Restricted Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm which is a
member of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust company
having an office or correspondent in the United States (an "Eligible
Institution").
Signatures on this letter need not be guaranteed by an Eligible Institution,
provided the Restricted Notes are tendered: (i) by a registered holder of
Restricted Notes 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.
11
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Restricted Notes should indicate in the applicable box
the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Restricted Notes 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 number or social security number of the person named must also be
indicated. Holders tendering Restricted Notes by book-entry transfer may request
that Restricted Notes not exchanged be credited to such account maintained at
the Book-Entry Transfer Facility as such holder may designate hereon. If no such
instructions are given, such Restricted Notes not exchanged will be returned to
the name or address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
United States federal income tax law may require that a tendering holder
whose Restricted Notes are accepted for exchange 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, such tendering holder may be
subject to a $50 penalty imposed by the United States Internal Revenue Service
(the "IRS"). In addition, such tendering holder may be subject to backup
withholding in an amount equal to 31% of all reportable payments made after the
exchange. If withholding results in an overpayment for taxes, a refund may be
obtained.
Exempt holders of Restricted Notes (including, among others, all
corporations) are not subject to these backup withholding requirements. See the
enclosed Guidelines For Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Restricted Notes
should provide its correct TIN by completing the Substitute Form W-9 set forth
below, certifying that the TIN provided is correct. If the tendering holder of
Restricted Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder should provide a completed Form W-8, Certificate of
Foreign Status. These forms may be obtained from the Exchange Agent. If the
Restricted Notes are held in more than one name or are not held in the name of
the actual owner, such holder should consult the Guidelines for information on
which TIN to report. If such holder does not have a TIN, such holder should
consult the 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.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Exchange Notes in exchange for Restricted Notes pursuant to the Exchange
Offer. If, however, Exchange Notes or Restricted Notes not tendered or not
accepted 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 Restricted Notes tendered
hereby, or if tendered Restricted Notes 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 Restricted Notes 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 person) 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 Restricted Notes specified in this
letter.
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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 Restricted Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Restricted Notes 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
Restricted Notes, nor shall any of them incur any liability for failure to give
any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED RESTRICTED NOTES.
Any holder whose Restricted Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
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(DO NOT WRITE IN THE SPACE BELOW)
CERTIFICATE RESTRICTED NOTES RESTRICTED NOTES
SURRENDERED TENDERED ACCEPTED
Delivery Prepared by ___________________ Checked By ______________ Date
______________
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Name (if joint names, list first and circle the name of the person or entity whose number
you enter below)
Business Name (Sole proprietors see the instructions in the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "Guidelines"))
Address
City, State and Zip Code
PART I--TAXPAYER IDENTIFICATION NUMBER
Enter your taxpayer identification number in the appropriate
box. For individuals, this is your social security number.
For sole proprietors, see the instructions in the
SUBSTITUTE FORM W-9 Guidelines. For other entities, it is your employer
Department of the Treasury identification number. If you do not have a number, see
Internal Revenue Service "Obtaining a Number" in the Guidelines.
Request for Taxpayer Note: If the account is in more than one name, see the chart
Identification Number and on page 1 of the Guidelines on whose number to enter.
Certification
Social Security Number
OR
Employer Identification Number
PART II--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (SEE
INSTRUCTIONS IN THE GUIDELINES)
CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am
waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding
or (b) I have not been notified by the Internal Revenue Service ("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.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return.
SIGNATURE: DATE: , 1998
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
CERTAIN PAYMENTS MADE TO YOU. PLEASE REVIEW THE GUIDELINES FOR ADDITIONAL DETAILS.
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