LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
SERIES A 9 7/8% SENIOR SUBORDINATED NOTES DUE 2009
OF
UNITED INDUSTRIES CORPORATION
PURSUANT TO THE PROSPECTUS DATED , 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1999
UNLESS EXTENDED.
TO: STATE STREET BANK AND TRUST COMPANY (THE "EXCHANGE AGENT")
By Mail: By Overnight Courier:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Department
P.O. Box 778 Two Avenue de Lafayette, Fifth Floor
Boston, Massachusetts 02110 Boston, Massachusetts 02111
Attention: Susan Lavey Attention: Susan Lavey
By Hand in New York (as Drop Agent): By Hand in Boston:
State Street Bank and Trust Company, N.A. State Street Bank and Trust Company
61 Broadway Two International Place
Concourse Level, Corporate Trust Window Fourth Floor, Corporate Trust Department
New York, New York 10006 Boston, Massachusetts 02111
Attention: Susan Lavey
By Facsimile: Confirm by telephone:
(For Eligible Institutions Only) (617) 662-1544
(617) 662-1452
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE NUMBER
OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed.
The undersigned acknowledges receipt of the Prospectus, dated , 1999
(the "Prospectus") of United Industries Corporation (the "Company") and the
related Letter of Transmittal (the "Letter of Transmittal"), which together
describe the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of its Series B 9 7/8% Senior Subordinated Notes due 2009
(the "Exchange Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement,
for each $1,000 principal amount of its outstanding Series A 9 7/8% Senior
Subordinated Notes due 2009 (the "Notes") , of which $150,000,000 principal
amount is outstanding. The term "Expiration Date" shall mean 5:00 p.m.,
New York City time, on , 1999, unless the Company, in its sole
discretion, extends the Exchange Offer, in which case the term shall mean the
latest date and time to which the Exchange Offer is extended. The term "Holder"
with respect to the Exchange Offer means any person in whose name the Notes are
registered on the books of the Company or any other person who has obtained a
properly completed bond power from the registered holder. Capitalized terms
used but not defined herein have the respective meanings set forth in the
Prospectus.
This Letter of Transmittal is to be used by holders of the Notes if (i)
certificates representing the Notes
are to be physically delivered to the Exchange Agent herewith, (ii) tender of
the Notes is to be made by book-entry transfer to the Exchange Agent's account
at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to
the procedures set forth in the Prospectus under the caption "The Exchange
Offer--Procedures for Tendering" by any financial institution that is a
participant in the Book-Entry Transfer Facility and whose name appears on a
security position listing as the owner of the Notes to the extent provided
herein or (iii) tender of the Notes is to be made according to the guaranteed
delivery procedures described in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 2. Delivery of documents
to the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
Notwithstanding the foregoing, valid acceptance of the terms of the
Exchange Offer may be effected by a participant in the Book-Entry Transfer
Facility tendering the Notes through the Book-Entry Transfer Facility's
Automated Tender Offer Program ("ATOP") where the Exchange Agent receives an
Agent's Message prior to the Expiration Date. Accordingly, such participant must
electronically transmit its acceptance to the Book-Entry Transfer Facility
through ATOP, and then the Book-Entry Transfer Facility will edit and verify the
acceptance, execute a book-entry delivery to the Exchange Agent's account at the
Book-Entry Transfer Facility and send an Agent's Message to the Exchange Agent
for its acceptance. By tendering through ATOP, participants in the Book-Entry
Transfer Facility will expressly acknowledge receipt of this Letter of
Transmittal and agree to be bound by its terms and the Company will be able to
enforce such agreement against such Book-Entry Transfer Facility participants.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Notes must complete this
letter in its entirety.
/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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Principal Amount of Tendered Notes :
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If Holders desire to tender Notes pursuant to the Exchange Offer and (i)
time will not permit this Letter of Transmittal, certificates representing the
Notes , an Agent's Message or other required documents to reach the Exchange
Agent prior to the Expiration Date, or (ii) the procedures for book-entry
transfer cannot be completed prior to the Expiration Date, such Holders may
effect a tender of such Notes in accordance with the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 2 below.
/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (SEE INSTRUCTION 2):
Name of Registered or Acting Holder(s):
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Window Ticket No. (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution
that Guaranteed Delivery:
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If Delivered by Book-Entry Transfer,
the Account Number:
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Transaction Code Number:
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/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
PLEASE NOTE: THE COMPANY HAS AGREED THAT, FOR A PERIOD OF 180 DAYS AFTER
THE EXPIRATION DATE, IT WILL MAKE COPIES OF THE PROSPECTUS AVAILABLE TO ANY
PARTICIPATING BROKER-DEALER FOR USE IN CONNECTION WITH RESALES OF THE
EXCHANGE NOTES.
Name:
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Address:
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Attention:
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List below the Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the certificate numbers and principal amount
of the Notes should be listed on a separate signed schedule affixed hereto.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
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BOX 1
DESCRIPTION OF NOTES
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Name(s) and Address(es) of Aggregate Principal Principal Amount
Registered Holder(s) Certificate Amount Represented Tendered (must be
(Please fill in, if blank) Number(s)* by Certificate(s) an Integral Multiple
of $1,000)**
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Total
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* Need not be completed by Holders tendering by book-entry transfer.
** Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holder of Notes will be deemed to have tendered the entire
aggregate principal amount represented by the column labeled "Aggregate
Principal Amount Represented by Certificate(s)." If the space provided
above is inadequate, list the certificate numbers and principal amounts on
a separate signed schedule and affix the list to this Letter of
Transmittal.
The minimum permitted tender is $1,000 in principal amount of Notes. All
other tenders must be in integral multiples of $1,000.
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BOX 2 BOX 3
SPECIAL REGISTRATION SPECIAL DELIVERY
INSTRUCTIONS INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY if certificates for the To be completed ONLY if certificates for the Notes
Notes in a principal amount not tendered, or in a principal amount not tendered, or Exchange Notes
Exchange Notes issued in exchange for the Notes issued in exchange for the Notes accepted for
accepted for exchange, are to be issued in a name exchange, are to be sent to an address other than the
other than the name appearing in Box 1 above. address appearing in Box 1 above, or if Box 2 is filled
in, to an address other than the address appearing in
Box 2.
Issue certificate(s) to:
Deliver certificate(s) to:
Name
(Please Print) Name
(Please Print)
Address
Address
(Include Zip Code)
(Include Zip Code)
(Tax Identification or Social Security Number)
(Tax Identification or Social Security Number)
BOX 4
BROKER-DEALER STATUS
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/ / Check this box if the Beneficial Owner of the Notes is a Participating
Broker-Dealer and such Participating Broker- Dealer acquired the Notes for
its own account as a result of market-making activities or other trading
activities. IF THIS BOX IS CHECKED, PLEASE SEND A COPY OF THIS LETTER OF
TRANSMITTAL TO DANIEL J. JOHNSTON, SENIOR VICE PRESIDENT, VIA FACSIMILE:
(314) 253-5964.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company, the principal amount of Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of the Notes tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns and transfers to, or upon the order of, the Company
all right, title and interest in and to the 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) with respect to the tendered Notes with the
full power of substitution to (i) present such Notes and all evidences of
transfer and authenticity to, or transfer ownership of, such Notes on the
account books maintained by the Book-Entry Transfer Facility to, or upon, the
order of, the Company, (ii) deliver certificates for such Notes to the Company
and deliver all accompanying evidences of transfer and authenticity to, or upon
the order of, the Company and (iii) present such Notes for transfer on the books
of the Company and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Notes, all in accordance with the terms of the
Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Notes tendered
hereby and that the Company will acquire good, valid and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claims, when the same are acquired by the Company.
The undersigned hereby further represents that any Exchange Notes acquired in
exchange for the Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the undersigned, that neither the undersigned nor any other such
person has any arrangement or understanding with any person to participate in
the distribution of such Exchange Notes and that neither the undersigned nor any
such other person is an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company. In addition, the undersigned and any such person
acknowledge that (a) any person participating in the Exchange Offer for the
purpose of distributing the Exchange Notes must, in the absence of an exemption
therefrom, comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale of the Exchange Notes
and cannot rely on the position of the staff of the Securities and Exchange
Commission enunciated in no-action letters and (b) failure to comply with such
requirements in such instance could result in the undersigned or such person
incurring liability under the Securities Act for which the undersigned or such
person is not indemnified by the Company. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or the
Company to be necessary or desirable to complete the assignment, transfer and
purchase of the Notes tendered hereby. 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 the 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" the meaning of the Securities Act. Unless otherwise
notified in accordance with the instructions set forth herein in Box 4 under
"Broker-Dealer Status," the Company will assume that the undersigned is not a
Participating Broker-Dealer.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered the Notes when, as and if the Company has given notice
thereof to the Exchange Agent (such notice if given orally, to be confirmed in
writing).
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If any Notes tendered herewith are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted Notes
will be returned, without expense, to the undersigned at the address shown below
or to a different address as may be indicated herein in Box 3 under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representative, successors and assigns.
The undersigned understands that tenders of the Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer, subject only to withdrawal of
such tenders on the terms set forth in the Prospectus under the caption "The
Exchange Offer--Withdrawal of Tenders."
Unless otherwise indicated in Box 2 under "Special Registration
Instructions," please issue the certificates representing the Exchange Notes
issued in exchange for the Notes accepted for exchange and any certificates for
Notes not tendered or not exchanged, in the name(s) of the registered holder of
the Notes appearing in Box 1 above. Similarly, unless otherwise indicated in Box
3 under "Special Delivery Instructions," please send the certificates, if any,
representing the Exchange Notes issued in exchange for the Notes accepted for
exchange and any certificates for Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below in the undersigned's signature(s). In the event that the box entitled
"Special Registration Instructions" and the box entitled "Special Delivery
Instructions" both are completed, please issue the certificates representing the
Exchange Notes issued in exchange for the Notes accepted for exchange in the
name(s) of, and return any certificates for Notes not tendered or not exchanged
to, the person(s) so indicated. The undersigned understands that the Company has
no obligation pursuant to the "Special Registration Instructions" and "Special
Delivery Instructions" to transfer any Notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the Notes
so tendered.
Holders who wish to tender their Notes and (i) whose Notes are not
immediately available or (ii) who cannot deliver the Notes, an Agent's Message,
this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, may tender their Notes according to
the guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2.
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The lines below must be signed by the registered holder(s) exactly as their
name(s) appear(s) on the Notes or by person(s) authorized to become registered
holder(s) by a properly completed bond power from the registered holder(s), a
copy of which must be transmitted with this Letter of Transmittal. If the Notes
to which this Letter of Transmittal relate are held of record by two or more
joint holders, then all such holders must sign this Letter of Transmittal.
SIGNATURES
X
Date
X
Date
Area Code and Telephone Number:
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, then such person must (i) set forth his or her full
title below and (ii) submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 5.
Name(s):
(Please Print)
Capacity:
Address:
(Include Zip Code)
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MEDALLION SIGNATURE GUARANTEE (If
required by Instruction 5)
Certain Signatures must be Guaranteed by an Eligible Institution
Signature(s) Guaranteed by an Eligible Institution:
(Authorized Signature)
(Title)
(Name of Firm)
(Address, Include Zip Code)
(Area Code and Telephone Number)
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Dated
Dated:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR
NOTES OR BOOK- ENTRY CONFIRMATIONS. Certificates representing the tendered Notes
(or a confirmation of book-entry transfer of such Notes into the Exchange
Agent's account with the Book-Entry Transfer Facility), as well as a properly
completed and duly executed copy of this Letter of Transmittal (or, in the case
of a book-entry transfer, an Agent's Message), a Substitute Form W-9 and any
other documents required by this Letter of Transmittal must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of certificates for Notes and all other required documents is
at the election and sole risk of the tendering holder and delivery will be
deemed made only when actually received by the Exchange Agent. If delivery is by
mail, registered mail with return receipt requested, properly insured, is
recommended. As an alternative to delivery by mail, the holder may wish to use
an overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. Neither the Company nor the Exchange Agent is
under an obligation to notify any tendering holder of the Company's acceptance
of tendered Notes prior to the completion of the Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender
their Notes but whose Notes are not immediately available and who cannot deliver
their certificates for the Notes (or comply with the procedures for book-entry
transfer prior to the Expiration Date), the Letter of Transmittal and any other
documents required by the Letter of Transmittal to the Exchange Agent prior to
the Expiration Date must tender their Notes according to the guaranteed delivery
procedures set forth below. Pursuant to such procedures:
(i) such tender must be made by or through a firm
which is a member of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office or
correspondent in the United States (an "Eligible
Institution");
(ii) prior to the Expiration Date, the Exchange Agent
must have received from the holder and the Eligible
Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail, or hand
delivery) setting forth the name and address of the holder,
the certificate number or numbers of the tendered Notes, and
the principal amount of tendered Notes and stating that the
tender is being made thereby and guaranteeing that, within
three New York Stock Exchange trading days after the
Expiration Date, the Letter of Transmittal (or facsimile
thereof) (or, in the case of a book-entry transfer, an Agent's
Message), together with the tendered Notes (or a
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confirmation of book-entry transfer of such Notes into the
Exchange Agent's account with the Book-Entry Transfer
Facility) and any other required documents will be deposited
by the Eligible Institution with the Exchange Agent; and
(iii) the certificates representing the tendered
Notes in proper form for transfer (or a confirmation of
book-entry transfer of such Notes into the Exchange Agent's
account with the Book-Entry Transfer Facility), together with
this Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature
guarantees (or, in the case of a book-entry transfer, an
Agent's Message) and all other documents required by the
Letter of Transmittal must be received by the Exchange Agent
within three New York Stock Exchange trading days after the
Expiration Date.
Failure to complete the guaranteed delivery procedures
outlined above will not, of itself, affect the validity or effect a revocation
of any Letter of Transmittal form properly completed and executed by a Holder
who attempted to use the guaranteed delivery procedure.
3. TENDER BY HOLDER. Only a registered holder of Notes may
tender such Notes in the Exchange Offer. Any beneficial owner of Notes who is
not the registered holder and who wishes to tender should arrange with such
Holder to execute and deliver this Letter of Transmittal on such owner's behalf
or must, prior to completing and executing this Letter of Transmittal and
delivering such Notes, either make appropriate arrangements to register
ownership of the Notes in such owner's name or obtain a properly completed bond
power from the registered holder.
4. PARTIAL TENDERS. Tenders of Notes will be accepted only in
integral multiples of $1,000 in principal amount. If less than the entire
principal amount of the Notes is tendered, the tendering holder should fill in
the principal amount tendered in the column labeled "Principal Amount Tendered"
of the box entitled "Description of Notes" (Box 1) above. The entire principal
amount of the Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of the Notes
is not tendered, the Notes for the principal amount of the Notes not tendered
and Exchange Notes exchanged for any Notes tendered will be sent to the holder
at his or her registered address, unless a different address is provided in the
appropriate box on this Letter of Transmittal, as soon as practicable following
the Expiration Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; MEDALLION GUARANTEE OF SIGNATURE. If this Letter of Transmittal is
signed by the registered holder(s) of the Notes tendered herewith, the
signatures must correspond with the name(s) as written on the face of the
tendered Notes without alteration, enlargement, or any change whatsoever.
If any of the tendered Notes are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal. If any
tendered Notes are held in different names on several Notes, it will be
necessary to complete, sign, and submit as many separate copies of the Letter of
Transmittal documents as there are names in which tendered Notes are held.
If this Letter of Transmittal is signed by the registered
holder, and Exchange Notes are to be issued and any untendered or unaccepted
principal amount of Notes are to be reissued or returned to the registered
holder, then, the registered holder need not and should not endorse any tendered
Notes nor provide a separate bond power. In any other case, the registered
holder must either properly endorse the Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal (executed exactly
as the name(s) of the registered holder(s) appear(s) on such Notes), with the
signature(s) on the endorsement or bond power guaranteed by an Eligible
Institution unless such certificates or bond powers are signed by an Eligible
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Institution.
If this Letter of Transmittal or any Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and evidence satisfactory
to the Company of their authority to so act must be submitted with this Letter
of Transmittal.
No medallion signature guarantee is required if this Letter of
Transmittal is signed by the registered holder(s) of the Notes tendered herewith
and the Exchange Notes (and any Notes not tendered or not accepted) are to be
issued directly to such registered holder(s) and neither the "Special
Registration Instructions" (Box 2) nor the "Special Delivery Instructions" (Box
3) has been completed. In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution.
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering
holders should indicate, in the applicable box, the name and address in which
the Exchange Notes and/or substitute Notes for principal amounts not tendered or
not accepted for exchange are to be sent, if different from the name and address
or account of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the employer identification number or social
security number of the person named must also be indicated and the tendering
holders should complete the applicable box.
If no such instructions are given, the Exchange Notes (and any
Notes not tendered or not accepted) will be issued in the name of and sent to
the registered holder of the Notes.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if
any, applicable to the sale and transfer of the Notes to it or its order
pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any
reason other than the transfer and sale of the Notes to the Company or its order
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or on any other person) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption from taxes therefrom is not submitted with this Letter of
Transmittal, the amount of transfer taxes will be billed directly to such
tendering holder.
Except as provided in this Instruction 7, it will not be
necessary for transfer tax stamps to be affixed to the Notes listed in this
Letter of Transmittal.
8. TAX IDENTIFICATION NUMBER. Federal income tax law required
that a holder of any Notes which are accepted for exchange must provide the
Company (as payor) with its correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual, is his or her social
security number. If the Company is not provided with the correct TIN, the Holder
may be subject to a $50 penalty imposed by Internal Revenue Service. (If
withholding results in an over-payment of taxes, a refund may be obtained.)
Certain holders (including, among other, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
To prevent backup withholding, each tendering holder must
provide such holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such holder
is awaiting a TIN), and that (i) the holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of failure to report interest or dividends or (ii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding. If the Notes are registered in more than one name or are not in the
name of the actual owner, see the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for information on which
TIN to report.
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The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligation regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity,
form, eligibility (including time of receipt), and acceptance of tendered Notes
will be determined by the Company, in its sole discretion, which determination
will be final and binding. The Company reserves the right to reject any and all
Notes not validly tendered or any Notes, the Company's acceptance of which
would, in the opinion of the Company or its counsel, be unlawful. The Company
also reserves the right to waive any conditions of the Exchange Offer or defects
or irregularities in tenders of Notes as to any ineligibility of any holder who
seeks to tender Notes in the Exchange Offer. The interpretation of the terms and
conditions of the Exchange Offer (including this Letter of Transmittal and the
instructions hereto) by the Company shall be final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of Notes
must be cured within such time as the Company shall determine. The Company will
use reasonable efforts to give notification of defects or irregularities with
respect to tenders of the Notes, but shall not incur any liability for failure
to give such notification.
10. WAIVER OF CONDITIONS. The Company reserves the absolute
right to amend, waive, or modify specified conditions in the Exchange Offer in
the case of any tendered Notes.
11. NO CONDITIONAL TENDER. No alternative, conditional,
irregular, or contingent tender of Notes will be accepted.
12. MUTILATED, LOST, STOLEN, OR DESTROYED NOTES. Any tendering
holder whose Notes have been mutilated, lost, stolen, or destroyed should
contact the Exchange Agent at the address indicated above for further
instruction.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
information and for additional copies of the Prospectus may be directed to the
Exchange Agent at the address set forth on the first page of this Letter of
Transmittal. Holders may also contact their broker, dealer, commercial bank,
trust company, or other nominee for assistance concerning the Exchange Offer.
14. ACCEPTANCE OF TENDERED NOTES AND ISSUANCE OF EXCHANGE
NOTES; RETURN OF NOTES. Subject to the terms and conditions of the Exchange
Offer, the Company will accept for exchange all validly tendered Notes as soon
as practicable after the Expiration Date and will issue Exchange Notes therefor
as soon as practicable thereafter. For purposes of the Exchange Offer, the
Company shall be deemed to have accepted tendered Notes when, as and if the
Company has given notice thereof to the Exchange Agent (such notice if given
orally, to be confirmed in writing). If any tendered Notes are not exchanged
pursuant to the Exchange Offer for any reason, such unexchanged Notes will be
returned, without expense, to the undersigned at the address shown above or at a
different address as may be indicated under "Special Delivery Instructions."
15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the
limited withdrawal rights set forth in the Prospectus under the caption "The
Exchange Offer--Withdrawal of Tenders."
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PAYOR'S NAMES: UNITED INDUSTRIES CORPORATION
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Part 1--PLEASE PROVIDE YOUR TAXPAYER
IDENTIFICATION NUMBER ("TIN") IN THE
BOX AT RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW
Social Security Number
or TIN
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Part 2-Check the box if you are NOT subject to backup
withholding under the provisions of section 3408(a)(1)(C)
of the Internal Revenue Code because (1) you have not been
notified that you are subject to backup withholding as a
result of failure to report all interest of dividends or
(2) the Internal Revenue Service has notified you that you
are no longer subject to backup withholding. |_|
CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT
AND COMPLETE. Part 3--
SIGNATURE DATE Awaiting TIN / /
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREA-
SURY INTERNAL REVENUE
SERVICE
Name (if joint names, list first and circle the name of the
person or entity whose number you enter in Part I below.
See instructions if your name has changed.)
Address
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN)
City, State and ZIP Code
List account number(s) here (optional)
NOTE:FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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