EXHIBIT 99.1
LETTER OF TRANSMITTAL
COMPASS AEROSPACE CORPORATION
OFFER FOR ALL OUTSTANDING
10 1/8% SENIOR SUBORDINATED NOTES DUE 2005
IN EXCHANGE FOR
10 1/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2005
PURSUANT TO THE PROSPECTUS, DATED [____________], 1999.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 1999,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ONE BUSINESS DAY PRIOR TO THE EXPIRATION DATE.
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Delivery To: IBJ WHITEHALL BANK & TRUST COMPANY, EXCHANGE AGENT
BY HAND/OVERNIGHT BY REGISTERED OR CERTIFIED FACSIMILE TRANSMISSION
DELIVERY: MAIL: NUMBER:
IBJ Whitehall Bank & IBJ Whitehall Bank & Trust (212) 858-2611
Trust Company Company
One State Street P.O. Box 84
New York, New York New York, New York 10274-0084 CONFIRM BY TELEPHONE:
10004 Attn: Reorganization Section
Attn: Securities (212) 858-2103
Processing
Window,
Subcellar One
(SC-1)
For Information Call:
(212) 858-2103
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.
The undersigned acknowledges that he or she has received and reviewed
the prospectus, dated , 1999 of Compass Aerospace Corporation, a
Delaware corporation ("Compass"), and this letter of transmittal, which
together constitute Compass' offer to exchange an aggregate principal amount
of up to $110,000,000 of 10 1/8% Series B Senior Subordinated Notes Due 2005
of Compass for a like principal amount of the issued and outstanding
$110,000,000 of 10 1/8% Senior Subordinated Notes Due 2005 of Compass.
For each outstanding note accepted for exchange, the holder of such
outstanding note will receive a Series B Note having a principal amount equal to
that of the surrendered outstanding note. The new notes will bear interest from
and including the date of consummation of the exchange offer. Holders whose
outstanding notes are accepted for exchange will have the right to receive, in
cash, accrued interest thereon to, but not including, the date of consummation
of the exchange offer, such interest to be payable to the registered holders of
the Series B Notes with the first interest payment on the Series B Notes, but
will be deemed to have waived the right to receive
any payment in respect of interest on the outstanding notes accrued after
such date. Compass 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. Compass shall notify the holders of the outstanding notes
of any extension by means of a public announcement prior to 10:00 A.M., New
York City time, on the next business day after the previously scheduled
Expiration Date.
This letter is to be completed by a holder of outstanding notes if (i)
certificates are to be forwarded herewith, or (ii) if a tender of
certificates for outstanding notes, 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. Holders of outstanding notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their outstanding 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
outstanding notes 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.
List below the outstanding notes to which this letter relates. If a space
provided below is inadequate, the certificate numbers and principal amount of
outstanding notes should be listed on a separate signed schedule affixed
hereto.
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DESCRIPTION OF OUTSTANDING NOTES 1 2 3
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Aggregate
Principal Principal
Amount of Amount
Name(s) and Address(es) of Certificate Outstanding Tendered**
Registered Holder(s) (Please fill Number(s)* Note(s)
in, if blank)
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-----------------------------------------
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Total
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* Need not be completed if outstanding 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 outstanding notes represented by the outstanding
notes indicated in column 2.
See instruction 2. Outstanding notes tendered hereby must be in
denominations of principal amount at maturity of $1,000 and any integral
multiple thereof. See Instruction 1.
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/ / CHECK HERE IF TENDERED OUTSTANDING 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________________________
Name of Institution which guaranteed delivery_____________________________
/ / 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:________________________________________________________________________
_____________________________________________________________________
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 Compass the aggregate principal amount of
outstanding notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the outstanding notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Compass all right, title and interest in and to such outstanding notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the outstanding
notes tendered hereby and that Compass 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 Compass. The undersigned hereby further represents that any new notes
acquired in exchange for outstanding notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such new
notes, whether or not such person is the undersigned, that neither the Holder
of such outstanding notes nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such new
notes and that neither the holder of such outstanding notes 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 Compass.
The undersigned also acknowledges that this Exchange Offer is being made
in reliance on an interpretation by the staff of the Securities and Exchange
Commission (the "SEC") that the Series B Notes issued in exchange for the
outstanding 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 (i) an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act, or (ii) a broker-dealer, except as provided
below), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Series B Notes are
acquired in the ordinary course of such holders' business and such holders
have no arrangements with any person to participate in the distribution of
such Series B Notes. 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 Series B Notes. If the undersigned is a
broker-dealer that will receive Series B Notes for its own account in
exchange for outstanding notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver the prospectus in connection with any resale of such Series B
Notes; however, by so acknowledging and by delivering the prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by Compass to be necessary or desirable to complete the
sale, assignment and transfer of the outstanding notes 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 Series B Notes (and, if applicable,
substitute certificates representing outstanding notes for any outstanding
notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of outstanding notes, 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 Series B Notes (and, if applicable, substitute
certificates representing outstanding notes for any outstanding notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Outstanding Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES" ABOVE AND SIGNING THIS LETTER, OR BY CAUSING THE
OUTSTANDING NOTES TO BE TRANSFERRED TO THE EXCHANGE AGENT'S ACCOUNT VIA ATOP
IN THE CASE OF A BOOK-ENTRY TRANSFER, WILL BE DEEMED TO HAVE TENDERED THE
OUTSTANDING NOTES AS SET FORTH ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if To be completed ONLY if
certificates for outstanding notes certificates for outstanding notes
not exchanged and/or Series B not exchanged and/or Series B Notes
Notes are to be issued in the name are to be sent to someone other than
of and sent to someone other than the person or persons whose
the person or persons whose signature(s) appear(s) on this letter
signature(s) appear(s) on this above or to such person or persons at
letter above. an address other than shown in the
box entitled "Description of
Outstanding Notes" on this letter
above.
Issue: Series B Notes and/or
outstanding notes to:
Mail: Series B Notes and/or
outstanding notes to:
Name(s)
---------------------------
(PLEASE TYPE OR PRINT)
Name(s)
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(PLEASE TYPE OR PRINT) (PLEASE TYPE OR PRINT)
Address
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(PLEASE TYPE OR PRINT)
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(ZIP CODE)
Address
(Complete Substitute Form W-9) -----------------------------
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(ZIP CODE)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS), OR A BOOK-ENTRY
CONFIRMATION, 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.
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)
Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ,1999
X. . . . . . . . . . . . . . . . . . . . . . . . . . . . ,1999
X. . . . . . . . . . . . . . . . . . . . . . . . . . . . . ,1999
SIGNATURE(s) OF OWNER DATE
Area Code and Telephone Number . . . . . . . . . . . . . . . . . . . . .
If a holder is tendering any outstanding notes, this letter must be
signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the outstanding notes 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):
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUESTED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
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(AUTHORIZED SIGNATURE)
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(TITLE)
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(NAME AND FIRM)
Dated:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
FOR ALL OUTSTANDING 10 1/8% SENIOR SUBORDINATED NOTES DUE 2005 IN EXCHANGE
FOR THE 10 1/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2005 OF COMPASS AEROSPACE
CORPORATION
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by noteholders 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. Certificates for all
physically tendered outstanding notes, or Book-Entry Confirmation, as the
case may be, as well as a properly completed and duly executed letter (or
manually signed facsimile thereof) 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. Outstanding
notes tendered hereby must be in denominations of principal amount of
maturity of $1,000 and any integral multiple thereof.
Noteholders whose certificates for outstanding notes 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 outstanding notes pursuant to the guaranteed delivery procedures
set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of
the prospectus. Pursuant to such procedures,
- - such tender must be made through an Eligible Institution,
- - prior to 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 Compass (by facsimile transmission, mail or hand
delivery), setting forth the name and address of the holder of outstanding
notes, the certificate number or numbers of any outstanding notes which
will not be tendered by book-entry transfer, and the amount of outstanding
notes tendered, stating that the tender is being made thereby and
guaranteeing that within three business days after the date of execution of
the notice of guaranteed delivery, the certificates for all physically
tendered outstanding notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by the
letter will be deposited by the Eligible Institution with the exchange
agent, and
- - the certificates for all physically tendered outstanding notes, in proper
form for transfer, or Book-Entry Confirmation, as the case may be, and all
other documents required by this letter, are received by the exchange agent
within three business days after the date of execution of the notice of
guaranteed delivery.
THE METHOD OF DELIVERY OF THIS LETTER, THE OUTSTANDING NOTES 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 OUTSTANDING NOTES ARE SENT BY MAIL, IT
IS SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE
EXPIRATION DATE TO PERMIT THE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
See "The Exchange Offer" section in the prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the outstanding notes evidenced by a submitted
certificate is to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of outstanding notes to be tendered in the box above
entitled "Description of Outstanding Notes--Principal Amount Tendered." A
reissued certificate representing the balance of untendered outstanding 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
outstanding 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 outstanding
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 outstanding notes are owned of record by two or more
joint owners, all such owners must sign this letter.
If any tendered outstanding 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
outstanding notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the new
notes are to be issued, or any untendered outstanding 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) 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 Compass,
proper evidence satisfactory to Compass of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR OUTSTANDING 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 OR BY
SUCH OTHER ELIGIBLE INSTITUTION WITHIN THE MEANING OF RULE 17(A)(d)-15 UNDER
THE SECURITIES EXCHANGE ACT OF 1934,(COLLECTIVELY "ELIGIBLE INSTITUTIONS").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OUTSTANDING NOTES ARE TENDERED:
- - BY A REGISTERED HOLDER OF OUTSTANDING NOTES (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 OUTSTANDING NOTES) TENDERED WHO HAS NOT COMPLETED THE BOX
ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS"
ON THIS LETTER, OR
- - FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of outstanding notes should indicate in the applicable
box the name and address to which Series B Notes issued pursuant to the
exchange offer and/or substitute certificates evidencing outstanding 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 or social security number of the person named
must also be indicated. Noteholders tendering outstanding notes by
book-entry transfer may request that outstanding notes not exchanged be
credited to such account maintained at the Book-Entry Transfer Facility as
such noteholder may designate hereon. If no such instructions are given,
such outstanding notes not exchanged will be returned to the name and address
of the person signing this letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law may require that a tendering holder whose
outstanding notes are accepted for exchange must provide the Compass (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 Compass 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 Internal Revenue
Service. 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 of taxes, a refund
may be obtained.
Exempt holders of outstanding notes (including, among others, all
corporations) are not subject to these backup withholding requirements. See
the enclosed Guidelines of Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "W-9 Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of outstanding
notes should provide its correct TIN by completing the "Substitute Form W-9"
set forth below, certifying that the TIN provided is correct and as to
certain other matters. If the tendering holder of outstanding 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 outstanding
notes 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.
6. TRANSFER TAXES.
Compass will pay all transfer taxes, if any, applicable to the transfer
of outstanding notes in exchange for new notes pursuant to the exchange
offer. If however, new notes and/or substitute outstanding notes 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 outstanding notes
tendered hereby, or if tendered outstanding 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 outstanding notes to
Compass 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 OUTSTANDING NOTES SPECIFIED IN THIS
LETTER.
7. WAIVER OF CONDITIONS.
Compass 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 outstanding notes, by execution of this
letter, shall waive any right to receive notice of the acceptance of their
outstanding notes for exchange.
Neither Compass, the exchange agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of
outstanding notes nor shall any of them incur any liability for failure to
give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.
Any holder whose outstanding 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.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: __________________________
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Part 1--PLEASE PROVIDE YOUR TIN:___________________
TIN IN THE BOX AT RIGHT AND Social Security Number or
CERTIFY BY SIGNING AND Employer Identification
DATING BELOW Number
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Part 2--TIN Applied For / /
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SUBSTITUTE CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT:
Form W-9 (1) the number shown on this form is my correct Taxpayer
Department of Identification Number (or I am waiting for a number to
the Treasury be issued to me);
Internal Revenue
Service (2) I am not subject to backup withholding either because:
(a) I am exempt from backup withholding, or (b) I have
Payor's Request not been notified by the Internal Revenue Service (the
For Taxpayer "IRS") that I am subject to backup withholding as a
Identification result of a failure to report all interest or
Number ("TIN") dividends, or (c) the IRS has notified me that I am no
and longer subject to backup withholding; and
Certification
(3) any other information provided on this form is true and
correct.
SIGNATURE DATE
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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.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
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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 Administrative 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 to me thereafter will be withheld until I provide the
number.
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Signature Date
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
What Name and Number to Provide:
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For this type of account: Give the Name and Give the Name and
SOCIAL SECURITY For this type of account: EMPLOYER
number of ____ IDENTIFICATION number
of ___
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1. Individual The individual 6. Sole proprietorship The owner(3)
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the
first individual on 7. A valid trust, estate, Legal entity (Do not
the account(1) or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is so designated in
the account title.)(4)
3. Custodian account of The minor(2)
a minor (Uniform Gift
to Minors Act)
4. (a) The usual revocable 8. Corporate The corporation
savings trust (grantor The grantor-
is also trustee) trustee(1) 9. Association, club, The organization
religious, charitable,
educational or other
tax-exempt organization
(b) So-called trust
account that is not a The actual owner(1)
legal or valid trust 10. Partnership The partnership
under State law
5. Sole proprietorship The owner(3) 11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school
district, or prison) that
receives agricultural
program payments
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1 List first and circle the name of the person whose number you furnish.
2 Circle the minor's name and furnish the minor's social security number.
3 Show the individual's name. If you are a sole proprietor, you must
furnish your individual name and either your Social Security number or your
employer identification number. You may also enter your business name or
"doing business as" name on the business name line. Enter your name(s) as
shown on your social security card and/or as if was used to apply for your
employer identification number on Form SS-4.
4 List fist and circle the name of the legal trust, estate, or pension
trust.
Note:
(i) 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.
(ii) If you are an individual, you must generally provide the name as
shown on your social security card. However, if you have changed
your last name, for instance, due to marriage, without informing the
Social Security Administration of the name change, please enter your
first name, the last name shown on your social security card, and
your new last name.
(iii) For a joint account, only the person whose Taxpayer Identification
Number is shown on Substitute Form w-9 should sign the form.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Obtaining a Number:
If you do not have a taxpayer identification number, apply for one
immediately. To apply, obtain Form SS-5, Application for a Social Security
Number Card (for individuals), from your local office of the Social Security
Administration, or Form SS-4, Application for Employer Identification Number
(for businesses and all other entities), from your local office of the
Internal Revenue Service.
Payees Exempt from Backup Withholding:
Payees that are exempt from backup withholding with respect to amounts
received in the offer include the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a), or an individual
retirement account or a custodial account under section 403(b)(7).
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- - An international organization or any agency or instrumentality thereof.
- - A dealer in securities or commodities required to register in the United
States 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 under the Investment Company Act of 1940.
- - A foreign central bank of issue.
Exempt payees described above, should file Substitute Form W-9 to avoid
possible erroneous backup withholding. Such payees should furnish their
taxpayer identification number, write "exempt" on the face of the form (Part
II), and sign and date the form.
Exempt Foreign Payees:
A payee that is a nonresident alien individual or foreign entity not subject
to backup withholding should complete and execute Form W-8, Certificate of
Foreign Status, and return the executed form with the Letter of Instructions.
Penalties:
(1) Failure To Furnish Taxpayer Identification Number. --If you fail to
furnish your correct taxpayer's identification number to a payor, 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 penalty of $500.
(3) Criminal Penalty for Falsifying Information. --Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) Misuse of TINs. --If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
Privacy Act Notice. --Section 6109 requires you to furnish your correct TIN
to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid,
the acquisition or abandonment of secured property, or contributions you made
to an IRA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. You must provide your TIN whether or
not you are required to file a tax return. Payors must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a TIN to a payor. Certain penalties may also apply.