EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
101/8 SENIOR SUBORDINATED NOTES DUE 2009
OF
CONSOLIDATED CONTAINER COMPANY LLC
CONSOLIDATED CONTAINER CAPITAL, INC.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON __________________ (THE "EXPIRATION DATE") UNLESS EXTENDED BY
CONSOLIDATED CONTAINER COMPANY LLC.
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 Corporate Trust Service Window
Attention: Jason Larragoity Ground Level
New York, New York 10286
Attention: Jason Larragoity
BY OVERNIGHT COURIER: BY FACSIMILE:
(Eligible Institutions Only)
The Bank of New York
101 Barclay Street The Bank of New York
New York, New York 10286 Facsimile No. (212) 815-6334
Attention: Jason Larragoity CONFIRMATION BY TELEPHONE:
(212) 815-_____
FOR INFORMATION CALL:
(212) 815-_____
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 AND WITHOUT CONFIRMATION BY TELEPHONE WILL NOT
CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated
____________,1999 (the "Prospectus") of Consolidated Container Company LLC and
Consolidated Container Capital, Inc. (the "Issuers") and of Reid Plastics Group
LLC ("Reid"), Plastic Containers LLC ("Plastic Containers"), Continental Plastic
Containers LLC ("Continental") and Continental Caribbean Containers, Inc.
("Caribbean" and, together with Reid, Plastic Containers and Continental, the
"Guarantors") and this Letter of Transmittal (the "Letter of Transmittal"),
which together relate to the Issuers' offer to exchange (the "Exchange Offer")
their 10 1/8 Senior
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Subordinated Notes due 2009 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), for each of their outstanding 10 1/8 Senior Subordinated Notes due
2009 (the "Outstanding Notes" and, together with the Exchange Notes, the
"Notes"), which were issued and sold pursuant to Rule 144A under the
Securities Act, from the holders thereof. The Outstanding Notes are
unconditionally guaranteed (the "Old Guarantees") by the Guarantors on a
senior subordinated basis, and the Exchange Notes will be unconditionally
guaranteed (the "New Guarantees") by the Guarantors on a senior subordinated
basis. Upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal, the Guarantors offer to issue the
New Guarantees with respect to all Exchange Notes issued in the Exchange
Offer in exchange for the outstanding Old Guarantees of the Outstanding Notes
for which such Exchange Notes are issued in exchange. Throughout this letter,
unless the context otherwise requires and whether so expressed or not,
references to the "Exchange Offer" include the Guarantor's offer to exchange
the New Guarantees for the Old Guarantees, references to the "Exchange Notes"
include the related New Guarantees and references to the "Outstanding Notes"
include the related Old Guarantees.
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, will not bear legends restricting their transfer, will not
be subject to any additional obligations regarding registration under the
Securities Act 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 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.
If the undersigned has checked the appropriate boxes below and
signed this Letter of Transmittal, it has indicated the action the undersigned
desires to take with respect to the Exchange Offer.
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.
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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
AGGREGATE
PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY PRINCIPAL
(PLEASE FILL IN) NUMBER(S)* OUTSTANDING NOTES* AMOUNT TENDERED**
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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 BELOW.
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 a timely basis, 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").
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/ / 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 THE
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 AN 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 Issuers or the Guarantors or who has an
arrangement or understanding with respect to the distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who
purchased Outstanding Notes from the Issuers 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.
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 Issuers 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 Issuers 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 Issuers, 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
Issuers 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 Issuers 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 Issuers and the issuance
of Exchange Notes in exchange therefor shall constitute performance in full by
the Issuers and the Guarantors of their obligations under the Registration
Rights Agreement dated July 2, 1999 among the Issuers, the Subsidiary Guarantors
listed therein and Donaldson, Lufkin & Jenrette Securities Corporation, Deutsche
Bank Securities Inc., J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc.
(the "Registration Rights Agreement") and that the Issuers and the Guarantors
shall have no further obligations or liabilities thereunder. 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 -- Certain
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 Issuers),
as more particularly set forth in the Prospectus, the Issuers may not be
required to 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, promptly following the expiration or termination of
the Exchange Offer. In addition, the Issuers may amend 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 -- Certain 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 Issuers' acceptance for exchange of
such tendered Outstanding Notes, constitute a binding agreement between the
undersigned and the Issuers upon the terms and subject to the conditions of the
Exchange Offer. The undersigned recognizes that, under circumstances set forth
in the Prospectus, the Issuers may not be required to accept for exchange any of
the Outstanding Notes.
By tendering shares of Outstanding Notes and executing this
Letter of Transmittal, the undersigned represents that:
(i) Exchange Notes received in the exchange will be acquired
in the ordinary course of business of the undersigned;
(ii) 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;
(iii) the undersigned is not an "affiliate" of the Issuers or
the Guarantors within the meaning of Rule 405 under the Securities Act;
and
(iv) 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 Division
of Corporation Finance Securities and Exchange Commission stated in its
interpretive letter with respect to EXXON CAPITAL HOLDINGS CORPORATION
(available April 13, 1988), MORGAN STANLEY & CO., INC. (June 5, 1991)
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.
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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, personal representatives,
successors and assigns 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.
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.
TENDERING HOLDER(S) SIGN HERE
(AND COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
THIS 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 BELOW.
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(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)
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 BELOW)
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 BELOW)
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.
PLEASE CHECK THE APPROPRIATE BOX.
Issue: / / Outstanding Notes not tendered to:
/ / Exchange Notes to:
Name(s):
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone No.:
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Tax Identification No.:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4 BELOW)
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. PLEASE CHECK THE APPROPRIATE BOX.
Mail: / / Outstanding Notes not tendered to:
/ / Exchange Notes to:
Name(s)
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Address
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(INCLUDE ZIP CODE)
Area Code and Telephone 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. 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 ISSUER OR THE GUARANTORS.
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 a timely basis must tender their Outstanding
Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus.
Pursuant to such procedure:
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(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 letter,
telegram or facsimile transmission of a Notice of Guaranteed
Delivery (receipt confirmed by telephone and an original
delivered by guaranteed overnight courier) 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, 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 delivered by the eligible institution to 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 Issuers notify
the Exchange Agent that they have accepted the tender of
Outstanding Notes pursuant to the Exchange Offer;
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(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 promptly
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 or 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 Issuers, 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
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.
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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 Issuers 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 Issuers,
proper evidence satisfactory to the Issuers 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. In the event that the 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 of a 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" (an "Eligible Institution")
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934,
as amended. 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 Issuers, in their sole discretion, duly executed by the
registered holder with the signature thereon guaranteed by an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
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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 Issuers shall pay all transfer taxes, if any,
applicable to the transfer and exchange of Outstanding Notes to them or their
order pursuant to the Exchange Offer. If a transfer tax is imposed for any
reason other than the transfer and exchange of Outstanding Notes to the
Issuers or their 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 Issuers reserve 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 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
6
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, as well
as requests for additional copies of the Prospectus and this Letter of
Transmittal, 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.
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
such holder 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 such holder 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.
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.
- -------------------------------------------------------------------------------
Give the social security number
For this type of account: of--
- -------------------------------------------------------------------------------
1. Individual The individual
2. Two or more individuals (joint The actual owner of the account or,
account) if combined funds, the first
individual on the account1
3. Custodian account of a minor The minor2
(Uniform Gift to Minors Act)
4. a.The usual revocable savings The grantor-trustee1
trust account (grantoris also
trustee)
b.So-called trust account that is The actual owner1
not a legal or valid trust under
state law
5. Sole proprietorship The owner3
- -------------------------------------------------------------------------------------------------------------------
Give the employer identification
For this type of account: number of--
- -------------------------------------------------------------------------------------------------------------------
6. Sole proprietorship The owner3
7. A valid trust, estate, or pension The legal entity4
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 nomine 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 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.
2
PAYER'S NAME:
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING BELOW. ---------------------------
FORM W-9 Social Security Number
Department of the Treasury OR
Internal Revenue Service
------------------------------
Employer Identification Number
Payer's Request for PART 2 PART 3--
Taxpayer CERTIFICATION--Under the penalties of perjury, I certify that:
Identification (1) The number shown on this form is my correct Taxpayer
Number (TIN) Identification Number (or I am waiting for a number to / / Awaiting TIN
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.
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
-----------------------------------------------------------------------------------
DATE
--------------------------------------------------------------------------------------
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 , 1998
------------------------------ ----------------------