Exhibit 99.1
LETTER OF TRANSMITTAL
FOR
10 7/8 SENIOR SUBORDINATED NOTES DUE 2009
OF
RUSSELL-STANLEY HOLDINGS, INC.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M. , NEW YORK CITY TIME, ON _________________ (THE "EXPIRATION
DATE") UNLESS EXTENDED BY RUSSELL-STANLEY HOLDINGS, INC.
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THE EXCHANGE AGENT IS:
THE BANK OF NEW YORK
BY REGISTERED OR CERTIFIED MAIL: BY HAND DELIVERY:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
New York, New York 10286 New York, New York 10286
Attn: Reorganization Unit Attn: Reorganization Unit
BY OVERNIGHT DELIVERY: BY FACSIMILE:
The Bank of New York The Bank of New York
101 Barclay Street Facsimile No. (212) 815-6339
New York, New York 10286 Attn: Reorganization Unit
Attn: Reorganization Unit
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus
dated _________ ,1999 (the "Prospectus") of Russell-Stanley Holdings, Inc.
(the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together describe the Company's offer (the "Exchange
Offer") to exchange its 10 7/8 Senior Subordinated Notes due 2009, which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act") (the "Exchange Notes") for each of its outstanding 10 7/8 Senior
Subordinated Notes due 2009 (the "Outstanding Notes" and, together with the
Exchange Notes, the "Notes") from the holders thereof.
The form and terms of the Exchange Notes will be substantially
identical to the form and terms of the Outstanding Notes, except that the
Exchange Notes will be freely tradeable by virtue of their registration under
the Securities Act of 1933, will not bear legends restricting their transfer,
will not be subject to any additional obligations regarding registration under
the Securities Act of 1933, and will not be subject to the special interest
payments resulting from a failure to meet certain registration obligations. The
Exchange Notes will be issued under and entitled to the benefits of the same
indenture that authorized the issuance of the Outstanding
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Notes. Consequently, both series will be treated as a single class of debt
securities under that indenture.
Capitalized terms used but not defined herein shall have the
same meaning given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
The undersigned has checked the appropriate boxes below and
signed this Letter of Transmittal to indicate the action the undersigned desires
to take with respect to the Exchange Offer.
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PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Outstanding Notes to which this Letter of
Transmittal relates. If the space provided below is inadequate, the certificate
numbers and aggregate principal amounts should be listed on a separate signed
schedule affixed hereto.
DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
Name(s) and Address(es) Certificate Aggregate Principal
of Registered Holder(s) Number(s)* Principal Amount Amount Tendered**
(Please fill in) Represented by
Outstanding Notes*
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Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Outstanding Notes. See
instruction 2.
Holders of Outstanding Notes whose Outstanding Notes are
not immediately available or who cannot deliver all other required documents
to the Exchange Agent on or prior to the Expiration Date or who cannot
complete the procedures for book-entry transfer on or prior to the Expiration
Date or who cannot comply with the applicable procedures under the Depository
Trust Company's Automated Tender Offer Program on or prior to the Expiration
Date, must tender their Outstanding Notes according to the guaranteed
delivery procedures set forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for
purposes of this Letter of Transmittal means any person in whose name
Outstanding Notes are registered or any other person who has obtained a properly
completed bond power from the registered holder or any person whose Outstanding
Notes are held of record by The Depository Trust Company ("DTC").
/ / CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND
COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
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Name of Eligible Institution that Guaranteed Delivery
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Date of Execution of Notice of Guaranteed Delivery
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If Delivered by Book-Entry Transfer:
Name of Tendering Institution
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Account Number
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Transaction Code Number
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/ / CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN
PERSON SIGNING THIS LETTER OF TRANSMITTAL:
Name
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Address
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[ ] CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS
DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF
TRANSMITTAL:
Name
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Address
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/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES
AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF
ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
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Address:
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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 Outstanding
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. A broker-dealer may not participate in the Exchange Offer
with respect to Outstanding Notes acquired other than as a result of
market-making activities or other trading activities. Any holder who is an
"affiliate" of the Company or who has an arrangement or understanding with
respect to, is engaged in, or intends to engage in,
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the distribution of the Exchange Notes to be acquired pursuant to the Exchange
Offer, or any broker-dealer who purchased Outstanding Notes from the Company to
resell pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act must comply with the registration and
prospectus delivery requirements under the Securities Act.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the
Exchange Offer, the undersigned hereby tenders to the Company the principal
amount of the Outstanding Notes indicated above. Subject to, and effective
upon, the acceptance for exchange of all or any portion of the Outstanding
Notes tendered herewith in accordance with the terms and conditions of the
Exchange Offer (including, if the Exchange Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned
hereby exchanges, assigns and transfers to, or upon the order of, the Company
all right, title and interest in and to such Outstanding Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent as its true and lawful agent and attorney-in-fact
of the undersigned (with full knowledge that the Exchange Agent also acts as
the agent of the Company, in connection with the Exchange Offer) to cause the
Outstanding Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full
power and authority to tender, exchange, assign and transfer the Outstanding
Notes and to acquire Exchange Notes issuable upon the exchange of such
tendered Outstanding Notes, and that, when the same are accepted for
exchange, the Company will acquire good and unencumbered title to the
tendered Outstanding Notes, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The
undersigned also warrants that it 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 exchange, assignment and transfer of
the tendered Outstanding Notes or transfer ownership of such Outstanding
Notes on the account books maintained by the book-entry transfer facility.
The undersigned further agrees that acceptance of any and all validly
tendered Outstanding Notes by the Company and the issuance of Exchange Notes
in exchange therefor shall constitute performance in full by the Company and
its subsidiaries guaranteeing the Outstanding Notes of their obligations
under the Exchange and Registration Rights Agreement dated February 5, 1999,
among Russell-Stanley Holdings, Inc., Russell-Stanley Corp., Container
Management Services, Inc., New England Container Co., Inc., Russell-Stanley,
Inc., RSLPCO, Inc., and Russell-Stanley, L.P., on the one hand, and Goldman,
Sachs & Co., BancBoston Robertson Stephens Inc. and PaineWebber Incorporated,
as representatives for the several initial purchasers, on the other hand (the
"Registration Rights Agreement"), and that the Company shall have no further
obligations or liabilities thereunder except as provided in the first Section
2(b) of such agreement. The undersigned will comply with its obligations
under the Registration Rights Agreement. The undersigned has read and agrees
to all terms of the Exchange Offer.
The Exchange Offer is subject to certain conditions as set
forth in the Prospectus under the caption "The Exchange Offer--Conditions to
the Exchange Offer." The undersigned recognizes that as a result of these
conditions (which may be waived, in whole or in part, by the Company), as
more particularly set forth in the Prospectus, the Company may not be
required to accept for exchange or exchange any of the Outstanding Notes
tendered hereby and, in such event, the Outstanding Notes not exchanged will
be returned to the undersigned at the address shown above, as soon as
practicable following the expiration or termination of the Exchange Offer. In
addition, the Company may amend or terminate the Exchange Offer at any time
prior to the Expiration Date if any of the
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conditions set forth under "The Exchange Offer--Conditions to the Exchange
Offer" occur.
The undersigned understands that tenders of Outstanding
Notes pursuant to any one of the procedures described in the Prospectus and
in the instructions attached hereto will, upon the Company's acceptance for
exchange of such tendered Outstanding Notes, constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Exchange Offer. The undersigned recognizes that, under
circumstances set forth in the Prospectus, the Company may not be required to
accept for exchange any of the Outstanding Notes.
By tendering Outstanding Notes and executing this Letter of
Transmittal, the undersigned represents that Exchange Notes received in the
exchange will be acquired in the ordinary course of business of the
undersigned, that the undersigned has no arrangement or understanding with
any person to participate in, and does not intend to engage in, a
distribution (within the meaning of the Securities Act) of such Exchange
Notes, that the undersigned is not an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act and that if the undersigned or
the person receiving such Exchange Notes is an affiliate, it will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable. If the undersigned or the person receiving such
Exchange Notes, whether or not such person is 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
or the person receiving such Exchange Notes, whether or not such person is
the undersigned, is a broker-dealer that will receive Exchange 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 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. If the undersigned is a person in the
United Kingdom, the undersigned represents that its ordinary activities
involve it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business.
Any holder of Outstanding Notes using the Exchange Offer to
participate in a distribution of the Exchange Notes (i) cannot rely on the
position of the staff of the Securities and Exchange Commission enunciated in
its interpretive letter with respect to Exxon Capital Holdings Corporation
(available April 13, 1989) or similar interpretive letters and (ii) must comply
with the registration and prospectus requirements of the Securities Act in
connection with a secondary resale transaction.
All authority herein conferred or agreed to be conferred
shall survive the death or incapacity of the undersigned and every obligation
of the undersigned hereunder shall be binding upon the heirs, legal
representatives, successors, assigns, executors and administrators of the
undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to
the Expiration Date in accordance with the terms of this Letter of
Transmittal. Except as stated in the Prospectus, this tender is irrevocable.
Certificates for all Exchange Notes delivered in exchange for
tendered Outstanding Notes and any Outstanding Notes delivered herewith but not
exchanged, and registered in the name of the undersigned, shall be delivered to
the undersigned at the address shown below the signature of the undersigned.
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The undersigned, by completing the box entitled "Description
of Outstanding Notes Tendered Herewith" above and signing this letter, will be
deemed to have tendered the Outstanding Notes as set forth in such box.
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TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)
MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
CERTIFICATE(S) FOR OUTSTANDING NOTES HEREBY TENDERED OR IN WHOSE NAME
OUTSTANDING NOTES ARE REGISTERED ON THE BOOKS OF DTC OR ONE OF ITS PARTICIPANTS,
OR BY ANY PERSON(S) AUTHORIZED TO BECOME THE REGISTERED HOLDER(S) BY
ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY A TRUSTEE,
EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR
OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH
THE FULL TITLE OF SUCH PERSON. SEE INSTRUCTION 3.
(SIGNATURE(S) OF HOLDER(S))
Date
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Name(s)
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(PLEASE PRINT)
Capacity (full title)
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Address
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(INCLUDING ZIP CODE)
Daytime Area Code and Telephone No.
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Taxpayer Identification No.
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3)
Authorized Signature
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Dated
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Name
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Title
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Name of Firm
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Address
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(Include Zip Code)
Area Code and Telephone No.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to
be issued in the name of someone other than the registered holder of the
Outstanding Notes whose name(s) appear(s) above.
Issue
/ / Outstanding Notes not tendered to:
/ / Exchange Notes to:
Name(s)
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Address -----------------------------------------------------------------------
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(Include Zip Code)
Daytime Area Code and Telephone No.
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Tax Identification No.
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to
be sent to someone other than the registered holder of the Outstanding Notes
whose name(s) appear(s) above, or such registered holder(s) at an address other
than that shown above.
Mail
/ / Outstanding Notes not tendered to:
/ / Exchange Notes to:
Name(s)
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Address -----------------------------------------------------------------------
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(Include Zip Code)
Daytime Area Code and Telephone No.
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Tax Identification No.
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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; GUARANTEED
DELIVERY PROCEDURES.
A holder of Outstanding Notes may tender the same by (i)
properly completing and signing this Letter of Transmittal or a facsimile hereof
(all references in the Prospectus to the Letter of Transmittal shall be deemed
to include a facsimile thereof) and delivering the same, together with the
certificate or certificates, if applicable, representing the Outstanding Notes
being tendered and any required signature guarantees and any other documents
required by this Letter of Transmittal, to the Exchange Agent at its address set
forth above on or prior to the Expiration Date, or (ii) complying with the
procedure for book-entry transfer described below, or (iii) complying with the
guaranteed delivery procedures described below.
Holders of Outstanding Notes may tender Outstanding Notes by
book-entry transfer by crediting the Outstanding Notes to the Exchange Agent's
account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP")
and by complying with applicable ATOP procedures with respect to the Exchange
Offer. DTC participants that are accepting the Exchange Offer should transmit
their acceptance to DTC, which will edit and verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a
computer-generated message (an "Agent's Message") to the Exchange Agent for its
acceptance in which the holder of the Outstanding Notes acknowledges and agrees
to be bound by the terms of, and makes the representations and warranties
contained in, this Letter of Transmittal, the DTC participant confirms on behalf
of itself and the beneficial owners of such Outstanding Notes all provisions of
this Letter of Transmittal (including any representations and warranties)
applicable to it and such beneficial owner as fully as if it had completed the
information required herein and executed and transmitted this Letter of
Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will
satisfy the terms of the Exchange Offer as to execution and delivery of a Letter
of Transmittal by the participant identified in the Agent's Message. DTC
participants may also accept the Exchange Offer by submitting a Notice of
Guaranteed Delivery through ATOP.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE
OUTSTANDING NOTES AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND
RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL
BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE
AGENT. RATHER THAN MAIL THESE ITEMS, WE RECOMMEND THAT YOU USE AN OVERNIGHT
OR HAND DELIVERY SERVICE. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN
ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO
OUTSTANDING NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY.
Holders whose Outstanding Notes are not immediately
available or who cannot deliver their Outstanding Notes and all other
required documents to the Exchange Agent on or prior to the Expiration Date
or comply with book-entry transfer procedures on or prior to the Expiration
Date or who cannot comply with the applicable ATOP procedures on or prior to
the Expiration Date must tender their Outstanding Notes pursuant to the
guaranteed delivery procedure set forth in the Prospectus. Pursuant to such
procedure: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) on or prior to the Expiration Date, the Exchange
Agent must have received from such Eligible Institution a properly completed
and duly executed Notice of Guaranteed
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Delivery by facsimile transmission (receipt confirmed by telephone and an
original delivered by guaranteed overnight courier) mail, or hand delivery,
setting forth the name and address of the tendering holder, the names in
which such Outstanding Notes are registered, and, if applicable, the
certificate numbers of the Outstanding Notes to be tendered, stating that a
tender of the Outstanding Notes is being made, and guaranteeing that, within
three New York State Exchange trading days after the Expiration Date of the
Exchange Offer, this Letter of Transmittal, together with the Outstanding
Notes or a book-entry confirmation, and any other documents required by this
Letter of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) all tendered Outstanding Notes (or a confirmation
of any book-entry transfer of such Outstanding Notes into the Exchange
Agent's account at a book-entry transfer facility) as well as this Letter of
Transmittal and all other documents required by this Letter of Transmittal,
must be received by the Exchange Agent within three New York Stock Exchange
trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in the Prospectus.
No alternative, conditional, irregular or contingent tenders
will be accepted. All tendering holders, by execution of this Letter of
Transmittal (or facsimile thereof), shall waive any right to receive notice of
the acceptance of the Outstanding Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Outstanding Notes
evidenced by a submitted certificate is tendered, the tendering holder must fill
in the aggregate principal amount of Outstanding Notes tendered in the box
entitled "Description of Outstanding Notes Tendered Herewith." A newly issued
certificate for the Outstanding Notes submitted but not tendered will be sent to
such holder as soon as practicable after the Expiration Date. All Outstanding
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer
may be withdrawn prior to the Expiration Date.
To be effective with respect to the tender of Outstanding
Notes, a written notice of withdrawal must: (i) be received by the Exchange
Agent at one of the addresses for the Exchange Agent set forth above before
the Company notifies the Exchange Agent that it has accepted the tender of
Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of
the person who tendered the Outstanding Notes to be withdrawn; (iii) identify
the Outstanding Notes to be withdrawn (including the principal amount of such
Outstanding Notes, or, if applicable, the certificate numbers shown on the
particular certificates evidencing such Outstanding Notes and the principal
amount of Outstanding Notes represented by such certificates); (iv) include a
statement that such holder is withdrawing its election to have such
Outstanding Notes exchanged; and (v) be signed by the holder in the same
manner as the original signature on this Letter of Transmittal (including any
required signature guarantee). The Exchange Agent will return the properly
withdrawn Outstanding Notes as soon as practicable following receipt of
notice of withdrawal. If Outstanding Notes have been tendered pursuant to the
procedure for book-entry transfer, any notice of withdrawal must specify the
name and number of the account at the book-entry transfer facility to be
credited with the withdrawn Outstanding Notes and otherwise comply with the
book-entry transfer facility's procedures. All questions as to the validity
of notices of withdrawals, including time of receipt, will be determined by
the Company, and such determination will be final and binding on all parties.
Any Outstanding Notes so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer. Any
Outstanding Notes which have been tendered for exchange but which are not
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exchanged for any reason will be returned to the holder thereof without cost to
such holder (or, in the case of Outstanding Notes tendered by book-entry
transfer into the Exchange Agent's account at the book entry transfer facility
pursuant to the book-entry transfer procedures described above, such Outstanding
Notes will be credited to an account with such book-entry transfer facility
specified by the holder) as soon as practicable after withdrawal, rejection of
tender or termination of the Exchange Offer. Properly withdrawn Outstanding
Notes may be retendered by following one of the procedures described under the
caption "The Exchange Offer--Procedures for Tendering" in the Prospectus at any
time prior to the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN
INSTRUMENTS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered
holder(s) of the Outstanding Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the Outstanding Notes tendered hereby are owned of
record by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If a number of Outstanding Notes registered in different names
are tendered, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
Outstanding Notes.
When this Letter of Transmittal is signed by the registered
holder or holders (which term, for the purposes described herein, shall include
the book-entry transfer facility whose name appears on a security listing as the
owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby,
no endorsements of certificates or separate written instruments of transfer or
exchange are required.
If this Letter of Transmittal is signed by a person other than
the registered holder or holders of the Outstanding Notes listed, such
Outstanding Notes must be endorsed or accompanied by separate written
instruments of transfer or exchange in form satisfactory to the Company and duly
executed by the registered holder, in either case signed exactly as the name or
names of the registered holder or holders appear(s) on the Outstanding Notes.
If this Letter of Transmittal, any certificates or separate
written instruments of transfer or exchange 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 so to act must be submitted.
Endorsements on certificates or signatures on separate written
instruments of transfer or exchange required by this Instruction 3 must be
guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by
an Eligible Institution, unless Outstanding Notes are tendered: (i) by a holder
who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the
account of an Eligible Institution (as defined below). In the event that the
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signatures in this Letter of Transmittal or a notice of withdrawal, as the
case may be, are required to be guaranteed, such guarantees must be by an
eligible guarantor institution which is a member firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or another "eligible institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (an "Eligible Institution"). If Outstanding Notes are registered in
the name of a person other than the signer of this Letter of Transmittal, the
Outstanding Notes surrendered for exchange must be endorsed by, or be
accompanied by a written instrument or instruments of transfer or exchange,
in satisfactory form as determined by the Company, in its sole discretion,
duly executed by the registered holder with the signature thereon guaranteed
by an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, as applicable, the name and
address to which the Exchange Notes or certificates for Outstanding Notes not
exchanged are to be issued or sent, if different from the name and address of
the person signing this Letter of Transmittal. In the case of issuance in a
different name, the tax identification number of the person named must also be
indicated. Holders 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 holder may designate.
5. TRANSFER TAXES.
The Company shall pay all transfer taxes, if any,
applicable to the transfer and exchange of Outstanding Notes to it or its
order pursuant to the Exchange Offer. If, however, certificates representing
Outstanding Notes for principal amounts not tendered or accepted for exchange
are to be delivered to, or are to be issued in the name of, any person other
than the registered holder of the Outstanding Notes tendered, or tendered
Outstanding Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed
for any reason other than the transfer and exchange of Outstanding 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 exception therefrom is not submitted herewith the
amount of such transfer taxes will be billed directly to such tendering
holder.
6. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or
in part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES.
Any holder whose Outstanding Notes have been mutilated, lost,
stolen or destroyed, should contact the Exchange Agent at the address indicated
below for further instructions.
8. SUBSTITUTE FORM W-9
Each holder of Outstanding Notes whose Outstanding Notes are
accepted for exchange (or other payee) is required to provide a correct taxpayer
identification number ("TIN"), generally the holder's Social Security or federal
employer identification number, and certain other information, on Substitute
Form W-9, which is provided under "Important Tax Information" below, and to
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certify that the holder (or other payee) is not subject to backup withholding.
Failure to provide the information on the Substitute Form W-9 may subject the
holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service
and 31% federal income tax backup withholding on payments made in connection
with the Outstanding Notes. The box in Part 3 of the Substitute Form W-9 may be
checked if the holder (or other payee) has not been issued a TIN and has applied
for a TIN or intends to apply for a TIN in the near future. If the box in Part 3
is checked and a TIN is not provided by the time any payment is made in
connection with the Outstanding Notes, 31% of all such payments will be withheld
until a TIN is provided.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering may be
directed to the Exchange Agent at the address and telephone number set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this
Letter of Transmittal, may be directed to the Exchange Agent at the address
and telephone number indicated above.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY
THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION
DATE.
6
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a holder of Outstanding Notes whose
Outstanding Notes are accepted for exchange may be subject to backup withholding
unless the holder provides The Bank of New York, as Paying Agent (the "Paying
Agent"), through the Exchange Agent, with either (i) such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 attached hereto,
certifying that the TIN provided on Substitute Form W-9 is correct (or that such
holder of Outstanding Notes is awaiting a TIN) and that (A) the holder of
Outstanding Notes has not been notified by the Internal Revenue Service that he
or she is subject to backup withholding as a result of a failure to report all
interest or dividends or (B) the Internal Revenue Service has notified the
holder of Outstanding Notes that he or she is no longer subject to backup
withholding; or (ii) an adequate basis for exemption from backup withholding. If
such holder of Outstanding Notes is an individual, the TIN is such holder's
social security number. If the Paying Agent is not provided with the correct
TIN, the holder of Outstanding Notes may be subject to certain penalties imposed
by the Internal Revenue Service.
Certain holders of Outstanding Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. However, exempt holders of Outstanding
Notes should indicate their exempt status on Substitute Form W-9. For example, a
corporation must complete the Substitute Form W-9, providing its TIN and
indicating that it is exempt from backup withholding. In order for a foreign
individual to qualify as an exempt recipient, the holder must submit a Form W-8,
signed under penalties of perjury, attesting to that individual's exempt status.
A Form W-8 can be obtained from the Paying Agent. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
more instructions.
If backup withholding applies, the Paying Agent is required to withhold
31% of any such payments made to the holder of Outstanding Notes or other payee.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
surrendering holder of Outstanding Notes has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the box
in Part 3 is checked, the holder of Outstanding Notes or other payee must also
complete the Certificate of Awaiting Taxpayer Identification Number below in
order to avoid backup withholding. Notwithstanding that the box in Part 3 is
checked and the Certificate of Awaiting Taxpayer Identification Number is
completed, the Paying Agent will withhold 31% of all payments made prior to the
time a properly certified TIN is provided to the Paying Agent.
The holder of Outstanding Notes is required to give the Paying Agent
the TIN (e.g., social security number or employer identification number) of the
record owner of the Outstanding Notes. If the Outstanding Notes are in more than
one name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
7
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You)
to Give the Payer.--Social security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits
separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
For this type of account: Give the social security number of
1. Individual The individual
2. Two or more individuals (joint account) The actual owner of the account or,
if combined funds, the first individual
on the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee(1)
trust account (grantor is also trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust under
state law
5. Sole proprietorship The owner(3)
For this type of account: Give the employer identification number of
6. Sole proprietorship The owner(3)
7. A valid trust, estate, or pension The legal entity(4)
trust
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational, or
other tax-exempt organization account
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a
state or local government,
school district, or prison)
that receives agricultural
program payments
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL
BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5. Application for a Social Security Card, at the
local Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
8
PAYEES SPECIFICALLY EXEMPTED FROM WITHHOLDING INCLUDE:
- -- An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7), if
the account satisfies the requirements of Section 401(f)(2).
- -- The United States or a state thereof, the District of Columbia, a possession
of the United States, or a political subdivision or wholly-owned agency or
instrumentality of any one or more of the foregoing.
- -- An international organization or any agency or instrumentality thereof.
- -- A foreign government and any political subdivision, agency or instrumentality
thereof.
- -- Payees that may be exempt from backup withholding include:
- -- A corporation.
- -- A financial institution.
- -- A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
- -- A real estate investment trust.
- -- A common trust fund operated by a bank under Section 584(a).
- -- An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- -- A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
- -- A futures commission merchant registered with the Commodity Futures Trading
Commission.
- -- A foreign central bank of issue.
PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS GENERALLY EXEMPT FROM BACKUP
WITHHOLDING INCLUDE:
- -- Payments to nonresident aliens subject to withholding under Section 1441.
- -- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
- -- Payments of patronage dividends not paid in money.
- -- Payments made by certain foreign organizations.
- -- Section 404(k) payments made by an ESOP.
PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
- -- Payments of interest on obligations issued by individuals. NOTE: You may be
subject to backup withholding if this interest is $600 or more and you have
not provided your correct taxpayer identification number to the payer.
- -- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
- -- Payments described in Section 6049(b)(5) to nonresident aliens.
- -- Payments on tax-free covenant bonds under Section 1451.
- -- Payments made by certain foreign organizations.
- -- Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS, OR
PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
PRIVACY ACT NOTICE. -- Section 6109 requires you to provide your correct
taxpayer identification number to payers, who must report the payments to the
IRS. The IRS uses the number for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to payer.
Certain penalties may also apply.
PENALTIES
(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
9
PAYER'S NAME:
-----------------------------------------------------------------
SUBSTITUTE
FORM W-9
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer Identification Number (TIN)
PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW.
----------------------------
Social Security Number
OR
----------------------------
Employer Identification Number
PART 2
CERTIFICATION--Under the penalties of perjury, I certify that:
(1)The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), 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
(the "IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.
PART 3--
/ / Awaiting TIN
CERTIFICATE 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 under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such item (2).
SIGN HERE
SIGNATURE
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DATE
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER,
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (2) 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 payment, 31% of all
reportable payments made to me will be withheld.
Signature Date , 1999
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