EXHIBIT 99.1
LETTER OF TRANSMITTAL
CENVEO CORPORATION (FORMERLY KNOWN AS MAIL-WELL I CORPORATION)
OFFER FOR ALL OUTSTANDING
7 7/8% SENIOR SUBORDINATED NOTES DUE 2013
IN EXCHANGE FOR
7 7/8% SENIOR SUBORDINATED NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS DATED APRIL __, 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
______________, 2004 (THE "EXPIRATION DATE"), UNLESS EXTENDED. TENDERS MAY
BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer:
U.S. BANK NATIONAL ASSOCIATION
BY OVERNIGHT COURIER OR
REGISTERED/CERTIFIED MAIL: BY HAND: BY FACSIMILE:
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U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
Specialized Finance Department Specialized Finance Department Specialized Finance Department
60 Livingston Avenue 60 Livingston Avenue (651) 495-8158
St. Paul, Minnesota 55107 St. Paul, Minnesota 55107 Phone: (800) 934-6802
Phone: (800) 934-6802 Phone: (800) 934-6802
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF
TRANSMITTAL. IF THE HOLDER OF AN OLD NOTE WISHES TO DELIVER SUCH OLD NOTE
AND THIS INSTRUMENT IN THE CITY OF NEW YORK, THE HOLDER SHOULD CONTACT THE
EXCHANGE AGENT FOR DIRECTIONS.
The undersigned acknowledges that he or she has received the
prospectus dated ____________ (the "Prospectus"), of Cenveo Corporation, a
Colorado corporation (the "Issuer"), and this Letter of Transmittal (the
"Letter"), which together constitute the Issuer's offer (the "Exchange
Offer"), to exchange an aggregate principal amount of up to $320,000,000 of
the Issuer's 7 7/8% Senior Subordinated Notes due 2013, (individually a
"Note" and collectively, the "Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount at maturity of the Issuer's issued and outstanding 7 7/8%
Senior Subordinated Notes due 2013 (individually an "Old Note" and
collectively, the "Old Notes") from the registered holders thereof.
For each Old Note accepted for exchange, the holder of such Old
Note will receive a New Note having a principal amount equal to the
principal amount at maturity of the surrendered Old Note. Interest on the
New Notes will accrue from the date of the original issuance of the Old
Notes or from the date of the last periodic payment of interest on the Old
Notes, whichever is later. The Old Notes accepted for exchange will cease to
accrue interest from and after the date of consummation of the Exchange
Offer. Holders of Old Notes whose Old Notes are accepted for exchange will
not receive any payment in respect of accrued interest on such Old Notes
otherwise payable on any interest payment date the record date for which
occurs on or after the consummation of the Exchange Offer.
This Letter is to be completed by a holder of Old Notes either if
certificates for such Old Notes are to be forwarded herewith or if a tender
is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in "The Exchange Offer-Book-Entry Transfers" section of
the Prospectus and an Agent's Message is not delivered. HOLDERS OF OLD NOTES
WHO HAVE PREVIOUSLY VALIDLY DELIVERED A LETTER OF TRANSMITTAL IN CONJUNCTION
WITH A VALID TENDER OF OLD NOTES FOR EXCHANGE PURSUANT TO THE PROCEDURES
DESCRIBED IN THE PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER" ARE NOT
REQUIRED TO TAKE ANY FURTHER ACTION TO RECEIVE NEW NOTES. HOLDERS OF OLD
NOTES WHO HAVE PREVIOUSLY VALIDLY TENDERED OLD NOTES FOR EXCHANGE OR WHO
VALIDLY TENDER OLD NOTES FOR EXCHANGE IN ACCORDANCE WITH THIS LETTER MAY
WITHDRAW ANY OLD NOTES SO TENDERED AT ANY TIME PRIOR TO THE EXPIRATION DATE.
SEE THE PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER" FOR A MORE
COMPLETE DESCRIPTION OF THE TENDER AND WITHDRAWAL PROVISIONS. Tenders by
book-entry transfer also may be made by delivering an Agent's Message in
lieu of this Letter. The term "Agent's Message" means a message, transmitted
by DTC to and received by the Exchange Agent and forming a part of a
Book-Entry Confirmation (as defined below), which states that DTC has
received an express acknowledgment from the tendering participant, which
acknowledgment states that such participant has received and agrees to be
bound by this Letter and that the Issuer may enforce this Letter against
such participant. Holders of Old Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Old Notes into the Exchange
Agent's account at DTC (a "Book-Entry Confirmation") and all other documents
required by this Letter to the Exchange Agent on or prior to the Expiration
Date, must tender their Old Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer-Guaranteed Delivery Procedures"
section of the Prospectus. See Instruction 1. Delivery of documents to DTC
does not constitute delivery to the Exchange Agent.
The method of delivery of Old Notes, Letters of Transmittal and all
other required documents are at the election and risk of the holders. If
such delivery is by mail it is recommended that registered mail properly
insured, with return receipt requested, be used. In all cases, sufficient
time should be allowed to assure timely delivery. No letters of transmittal
or Old Notes should be sent to the Issuer.
The undersigned has completed the appropriate boxes below and
signed this Letter to indicate the action the undersigned desires to take
with respect to the Exchange Offer. List below the Old Notes to which this
Letter relates. If the space provided below is inadequate, the certificate
numbers and principal amount at maturity of Old Notes should be listed on a
separate signed schedule affixed hereto.
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DESCRIPTION OF OLD NOTES
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1 2 3
Aggregate
Principal Principal
Name(s) and Address(es) of Registered Holder(s) Certificate Amount Amount
Type (Please fill in, if blank) Number(s)* Represented Tendered**
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7 7/8% SENIOR
SUBORDINATED NOTES
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<FN>
* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed
to have tendered ALL of the Old Notes represented by the Old Notes
indicated in column 2. See Instruction 2. Old Notes tendered hereby
must be in denominations of principal amount of $1,000 and any
integral multiple thereof. See Instruction 1.
2
| | CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
THE DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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By crediting the Old Notes to the Exchange Agent's account at DTC
using the Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting to the Exchange Agent an Agent's Message in which the holder of
the Old Notes acknowledges and agrees to be bound by the terms of, and makes
the representations and warranties contained in, this Letter, the
participant in DTC confirms on behalf of itself and the beneficial owners of
such Old Notes all provisions of this Letter (including all 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 to the Exchange Agent.
| | CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
-----------------------------
Name of Institution Which Guaranteed Delivery:
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If Delivered by Book-Entry Transfer, Complete the Following:
Account Number:
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Transaction Code Number:
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Name of Tendering Institution:
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| | CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
| | CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.
Name:
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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 New Notes. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering such 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 broker-dealer
that will receive New Notes, it represents that the Old Notes to be
exchanged for the New Notes were acquired as a result of market-making
activities or other trading activities.
3
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 Issuer the aggregate principal amount
at maturity of Old Notes indicated above. Subject to, and effective upon,
the acceptance for exchange of the Old Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
the Issuer all right, title and interest in and to such Old Notes as are
being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned's true and lawful agent and
attorney-in-fact with respect to such tendered Old Notes, with full power of
substitution, among other things, to cause the Old Notes to be assigned,
transferred and exchanged. The undersigned hereby represents and warrants
that the undersigned has full power and authority to tender, sell, assign
and transfer the Old Notes, and to acquire New Notes issuable upon the
exchange of such tendered Old Notes, and that, when the same are accepted
for exchange, the Issuer will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by the Issuer. The
undersigned hereby further represents that any New Notes acquired in
exchange for Old Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Notes, whether
or not such person is the undersigned, that neither the holder of such Old
Notes nor any such other person is participating in, intends to participate
in or has an arrangement or understanding with any person to participate in
the distribution of such New Notes and that neither the holder of such Old
Notes nor any such other person is an "affiliate," as defined in Rule 405
under the Securities Act, of the Issuer.
The undersigned acknowledges that this Exchange Offer is being made
in reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in
exchange for the Old Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the Issuer within the meaning of Rule 405 under the
Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such New Notes are
acquired in the ordinary course of such holders' business and such holders
have no arrangement with any person to participate in the distribution of
such New Notes. However, the SEC has not considered the Exchange Offer in
the context of a no-action letter and there can be no assurance that the
staff of the SEC would make a similar determination with respect to the
Exchange Offer as in other circumstances. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, and
does not intend to engage in, a distribution of New Notes and has no
arrangement or understanding to participate in a distribution of New Notes.
If any holder is an affiliate of the Issuer, is engaged in or intends to
engage in or has any arrangement or understanding with respect to the
distribution of the New Notes to be acquired pursuant to the Exchange Offer,
such holder (i) could not rely on the applicable interpretations of the
staff of the SEC and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. If the undersigned is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes, it represents that the
Old Notes to be exchanged for the New Notes were acquired by it as a result
of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of such New Notes; however, by so
acknowledging and by delivering a prospectus meeting the requirements of the
Securities Act, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Issuer to be necessary or desirable to
complete the sale, assignment and transfer of the Old Notes tendered hereby.
All authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
This tender may be withdrawn only in accordance with the procedures set
forth in "The Exchange Offer-Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes
not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Old Notes, please credit the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under the box
entitled "Special Delivery
4
Instructions" below, please send the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
5
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and or New
Notes are to be issued in the name of and sent to someone other than the
person or persons whose signature(s) appear(s) on this Letter above, or if
Old Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at DTC other
than the account indicated above.
Issue: New Notes and/or Old Notes to:
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address:
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(ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
| | Credit unexchanged Old Notes delivered by book-entry transfer to DTC
account set forth below.
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(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or New
Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter above or to such person or persons at
an address other than shown in the box entitled "Description of Old Notes"
on this Letter above.
Mail: New Notes and/or Old Notes to:
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address:
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(ZIP CODE)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE
IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX ABOVE.
IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, HOLDERS OF OLD
NOTES MUST COMPLETE, EXECUTE AND DELIVER THIS LETTER OF TRANSMITTAL.
Except as stated in the Prospectus, all authority herein conferred
or agreed to be conferred shall survive the death, incapacity, or
dissolution of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. See Instruction 10.
6
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)
X__________________________________ Date:___________________, 2004
X__________________________________ Date:___________________, 2004
(Signature(s) of Owner)
Area Code and Telephone Number (_____) ________________
This Letter must be signed by the registered holder(s) as the
name(s) appear(s) on the certificate(s) for the Old Notes hereby tendered or
on a security position listing or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 3.
Name(s):_____________________________________________________________________
_____________________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity:____________________________________________________________________
Address:_____________________________________________________________________
(INCLUDING ZIP CODE)
Principal place of business (if different from address listed above):________
_____________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.: (_____) _______________________________
Tax Identification or Social Security Nos.:_________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
An Eligible Institution:_____________________________________________________
(AUTHORIZED SIGNATURE)
_____________________________________________________________________________
(TITLE)
_____________________________________________________________________________
(NAME OF FIRM)
Dated: _______________________, 2004
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
FOR THE 7 7/8% SENIOR SUBORDINATED NOTES DUE 2013
IN EXCHANGE FOR THE 7 7/8% SENIOR SUBORDINATED NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS DATED ____________, 2004.
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
"The Exchange Offer-Book-Entry Transfers" section of the Prospectus and an
Agent's Message is not delivered. Tenders by book-entry transfer also may be
made by delivering an Agent's Message in lieu of this Letter. The term
"Agent's Message" means a message, transmitted by DTC to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation, which states
that DTC has received an express acknowledgment from the tendering
participant, which acknowledgment states that such participant has received
and agrees to be bound by, and makes the representations and warranties
contained in, the Letter and that the Issuer may enforce the Letter against
such participant. Certificates for all physically tendered Old Notes, or
Book-Entry Confirmation, as the case may be, as well as a properly completed
and duly executed Letter (or manually signed facsimile hereof or Agent's
Message in lieu thereof) and any other documents required by this Letter,
must be received by the Exchange Agent at the address set forth herein prior
to the Expiration Date, or the tendering holder must comply with the
guaranteed delivery procedures set forth below. Old Notes tendered hereby
must be in denominations of principal amount at maturity of $1,000 and any
integral multiple thereof.
Holders whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent before the Expiration Date, or who cannot
complete the procedure for book-entry transfer on a timely basis, may tender
their Old Notes pursuant to the guaranteed delivery procedures set forth in
"The Exchange Offer-Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made
through an Eligible Institution, (ii) prior to 5:00 p.m., New York City
time, on the Expiration Date, the Exchange Agent must receive from such
Eligible Institution a properly completed and duly executed Letter (or a
facsimile thereof) and Notice of Guaranteed Delivery, substantially in the
form provided by the Issuer (by facsimile transmission, mail or hand
delivery), setting forth the name and address of the holder of Old Notes and
the amount of Old Notes tendered, stating that the tender is being made
thereby and guaranteeing that within three New York Stock Exchange ("NYSE")
trading days after the date of execution of the Notice of Guaranteed
Delivery, the certificates for all physically tendered Old Notes, in proper
form for transfer, or a Book-Entry Confirmation, as the case may be,
together with a properly completed and duly executed Letter (or facsimile
thereof or Agent's Message in lieu thereof) with any required signature
guarantees and any other documents required by this Letter will be deposited
by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Old Notes, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, together with a
properly completed and duly executed Letter (or facsimile thereof or Agent's
Message in lieu thereof) with any required signature guarantees and all
other documents required by this Letter, are received by the Exchange Agent
within three NYSE trading days after the Expiration Date.
The method of delivery of this Letter, the Old Notes and all other
required documents is at the election and risk of the tendering holders, but
the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If Old Notes are sent by mail, it is suggested that the
mailing be registered mail, properly insured, with return receipt requested,
made sufficiently in advance of the Expiration Date to permit delivery to
the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration
Date.
See "The Exchange Offer" section of the Prospectus.
8
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTE HOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER).
If less than all of the Old Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount at maturity of Old Notes to be tendered in the
box above entitled "Description of Old Notes--Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Old Notes will
be sent to such tendering holder, unless otherwise provided in the
appropriate box on this Letter, promptly after the Expiration Date. ALL OF
THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED UNLESS OTHERWISE INDICATED.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the holder of the Old Notes tendered
hereby, the signature must correspond exactly with the name as written on
the face of the certificates or on DTC's security position listing as the
holder of such Old Notes without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Old Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of
the Old Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New
Notes are to be issued, or any untendered Old Notes are to be reissued, to a
person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required.
Signatures on such certificate(s) must be guaranteed by a participant in a
securities transfer association recognized signature program.
If this Letter is signed by a person other than the registered
holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers,
in either case signed exactly as the name or names of the registered holder
or holders appear(s) on the certificate(s) and signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by the
Issuer, proper evidence satisfactory to the Issuer of their authority to so
act must be submitted.
Endorsements on certificates for Old Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm which is
a financial institution (including most banks, savings and loan associations
and brokerage houses) that is a participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Program or the Stock Exchanges Medallion Program (each an "Eligible
Institution").
Signatures on this letter need not be guaranteed by an Eligible
Institution, provided the Old Notes are tendered: (i) by a registered holder
of Old Notes (which term, for purposes of the exchange offer, includes any
participant in DTC's system whose name appears on a security position
listing as the holder of such Old Notes) who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on this letter, or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable
box the name and address to which New Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Old Notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named also
must be indicated.
9
Note holders tendering Old Notes by book-entry transfer may request that Old
Notes not exchanged be credited to such account maintained at DTC as such
note holder may designate hereon. If no such instructions are given, such
Old Notes not exchanged will be returned to the name and address of the
person signing this Letter.
5. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING.
Federal income tax law generally requires that a tendering holder
whose Old Notes are accepted for exchange must provide the Exchange Agent
(as payer) with such holder's correct Taxpayer Identification Number (a
"TIN"), which, in the case of a holder who is an individual, is such
holder's social security number. If the Exchange Agent is not provided with
the correct TIN or an adequate basis for an exemption, such holder may be
subject to a penalties imposed by the Internal Revenue Service and backup
withholding at the applicable rate of the gross proceeds received pursuant
to the Exchange Offer. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each tendering holder must provide
such holder's correct TIN by completing the "Substitute Form W-9" set forth
herein, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding,
(ii) the holder 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 (iii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup
withholding.
If the holder does not have a TIN, such holder should consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "W-9 Guidelines") for instructions on applying for
a TIN, write "Applied For" in the space for the TIN in Part 1 of the
Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth herein. If
the holder does not provide such holder's TIN to the Exchange Agent within
60 days, backup withholding will begin and continue until such holder
furnishes such holder's TIN to the Exchange Agent. NOTE: WRITING "APPLIED
FOR" ON THE FORM MEANS THAT THE HOLDER HAS ALREADY APPLIED FOR A TIN OR THAT
SUCH HOLDER INTENDS TO APPLY FOR ONE IN THE NEAR FUTURE.
If the Old Notes are held in more than one name or are not in the
name of the actual owner, consult the W-9 Guidelines for information on
which TIN to report.
Exempt holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. To prevent possible erroneous backup withholding, an
exempt holder should write "Exempt" in Part 2 of Substitute Form W-9. See
the W-9 Guidelines for additional instructions. In order for a nonresident
alien or foreign entity to qualify as exempt, such person must submit a
completed Form W-8 BEN, "Certificate of Foreign Status of Beneficial Owner
for United States Tax Withholding," signed under penalty of perjury
attesting to such exempt status. Such form may be obtained from the Exchange
Agent.
6. TRANSFER TAXES.
The Issuer will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to them or their order pursuant to the Exchange Offer.
If, however, New Notes and/or substitute Old Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other than the
person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Old Notes to the Issuer or their order pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by
the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer
taxes will be billed directly to such tendering holder. EXCEPT AS PROVIDED
IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO
BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.
10
7. WAIVER OF CONDITIONS.
The Issuer reserves the right (in its reasonable discretion) to
waive satisfaction of any or all conditions enumerated in "The Exchange
Offer" section of the Prospectus.
8. NO CONDITIONAL TENDERS; DEFECTS.
No alternative, conditional, irregular or contingent tenders will
be accepted. All tendering holders of Old Notes, by execution of this Letter
or an Agent's Message in lieu thereof, shall waive any right to receive
notice of the acceptance of their Old Notes for exchange.
Neither the Issuer, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Notes nor shall any of them incur any liability for failure to
give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
10. WITHDRAWAL RIGHTS.
Tenders of Old Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date.
For a withdrawal of a tender of Old Notes to be effective, a
written notice of withdrawal must be received by the Exchange Agent at the
address set forth above prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having tendered the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including certificate number or
numbers and the principal amount at maturity of such Old Notes), (iii)
contain a statement that such holder is withdrawing such holder's election
to have such Old Notes exchanged, (iv) be signed by the holder in the same
manner as the original signature on the Letter by which such Old Notes were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer to have the Trustee with respect to the Old Notes
register the transfer of such Old Notes in the name of the person
withdrawing the tender and (v) specify the name in which such Old Notes are
registered, if different from that of the Depositor. If Old Notes have been
tendered pursuant to the procedure for book-entry transfer set forth in "The
Exchange Offer--Book-Entry Transfers" section of the Prospectus, any notice
of withdrawal must specify the name and number of the account at DTC to be
credited with the withdrawn Old Notes and otherwise comply with the
procedures of such facility. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined
by the Issuer (which power may be delegated to the Exchange Agent), whose
determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Any Old
Notes that 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 Old Notes tendered by book-entry transfer into
the Exchange Agent's account at DTC pursuant to the book-entry transfer
procedures set forth in "The Exchange Offer--Book-Entry Transfers" section
of the Prospectus, such Old Notes will be credited to an account maintained
with DTC for the Old Notes) as soon as practicable after withdrawal,
rejection of tender or termination of the Exchange Offer. Properly withdrawn
Old Notes may be retendered by following the procedures described above at
any time prior to 5:00 p.m., New York City time, on the Expiration Date.
11. 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, and
requests for Notices of Guaranteed Delivery and other related documents may
be directed to the Exchange Agent, at the address and telephone number
indicated above.
11
TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES
(SEE INSTRUCTION 5)
PAYER'S NAME: U.S. BANK NATIONAL ASSOCIATION
- ----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 TIN:
FORM W-9 PLEASE PROVIDE YOUR TIN IN THE BOX --------------------------------------
Department of the Treasury AT RIGHT AND CERTIFY BY SIGNING Social Security Number
Internal Revenue Service AND DATING BELOW
OR
--------------------------------------
Employer Identification Number
-----------------------------------------------------------------------------
PART 2 - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING, PLEASE WRITE "EXEMPT"
HERE (SEE INSTRUCTIONS):________________________________________________
-----------------------------------------------------------------------------
Payer's Request for Taxpayer PART 3 - CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
Identification Number ("TIN")
and Certification
(1) The number shown on this form is my correct TIN (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.
The IRS does not require your consent to any provision of this document
other than the certifications required to avoid backup withholding.
SIGNATURE: _________________________________ DATE: ____________________
NAME: ______________________________________
(PLEASE PRINT)
<FN>
- ----------------------------------------------------------------------------------------------------------------------
You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are currently subject to
backup withholding because of underreporting interest or dividends on your tax return.
- ----------------------------------------------------------------------------------------------------------------------
12
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART 1 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 that I mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office (or
I intend to mail or deliver an application in the near future). I understand
that if I do not provide a taxpayer identification number to the Payer
within 60 days, the Payer is required to withhold at the applicable backup
withholding rate for all cash payments made to me thereafter until I provide
a number.
SIGNATURE: __________________________________ DATE: _________________
- -------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING AT THE
APPLICABLE RATE FOR ALL CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
Manually signed copies of the Letter of Transmittal will be accepted. The
Letter of Transmittal and any other required documents should be sent or
delivered by each holder or such holder's broker, dealer commercial bank or
other nominee to the Exchange Agent as set forth below.
The Exchange Agent for the Exchange Offer is:
U.S. Bank National Association
BY OVERNIGHT COURIER OR REGISTERED/
CERTIFIED MAIL: BY HAND: BY FACSIMILE:
- ----------------------------------------- ----------------------------------- ----------------------------------------
U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
Specialized Finance Department Specialized Finance Department Specialized Finance Department
60 Livingston Avenue 60 Livingston Avenue (651) 495-8158
St. Paul, Minnesota 55107 St. Paul, Minnesota 55107 Phone: (800) 934-6802
Phone: (800) 934-6802 Phone: (800) 934-6802
13
GUIDELINES FOR CERTIFICATIONS OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number, apply for one
immediately. To apply, obtain Form SS-5, Application for a Social Security
Card (for individuals), from your local office of the Social Security
Administration, or Form SS-4, Application for Employer Identification Number
(for businesses and all other entities), from your local office of the
Internal Revenue Service.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees that are specifically exempted from backup withholding tax
on ALL payments include the following:
1. A corporation.
2. A financial institution.
3. An organization exempt from tax under section 501(a), or
an individual retirement account or a custodial account
under section 403(b)(7).
4. The United States or any agency or instrumentality
thereof.
5. A state, the District of Columbia, a possession of the
United States, or any subdivision or instrumentality
thereof.
6. A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
7. An international organization or any agency or
instrumentality thereof.
8. A dealer in securities or commodities required to register
in the United States or a possession of the United States.
9. A real estate investment trust.
10. A common trust fund operated by a bank under section
584(a).
11. An entity registered at all times under the Investment
Company Act of 1940.
12. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
1. Payments of dividends to nonresident aliens subject to
withholding under section 1441.
2. Payments to partnerships not engaged in a trade or
business in the U.S. and which have at least one
nonresident partner.
3. Payments of patronage dividends where the amount received
is not paid in money.
4. Payments made by certain foreign organizations.
14
Payments of interest not generally subject to backup withholding including
the following:
1. Payments of interest on obligations issued by individuals.
Note: A payee may be subject to backup withholding if this
interest is $600 or more and is paid in the course of the
payer's trade or business and such payee has not provided
its correct taxpayer identification number to the payer.
2. Payments of tax-exempt interest (including exempt-interest
dividends under section 852).
3. Payments described in section 6049(b)(5) to nonresident
aliens.
4. Payments on tax-free covenant bonds under section 1451.
5. Payments made by certain foreign organizations.
6. Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD STILL COMPLETE THE SUBSTITUTE FORM W-9
TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING TAX. IF YOU ARE EXEMPT, FILE
SUBSTITUTE FORM W-9 WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION
NUMBER (IF YOU HAVE ONE), WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN
IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050(A). PRIVACY ACT NOTICE. Section 6109 requires most recipients
of dividends, interest or other payments to give taxpayer identification
numbers to payers who must report the payments to the IRS. The IRS uses the
numbers for identification purposes. Payers must be given the numbers
whether or not recipients are required to file tax returns. Payers must
generally withhold a portion of taxable interest, dividends and certain
other payments to a payee who does not furnish a taxpayer identification
number to a payer.
PENALTIES
(1) Penalty for Failure To Furnish Taxpayer Identification
Number.--If you fail to furnish your correct taxpayer identification number
to a payer, you may be subject to a penalty 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 tax, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information.--Willfully
falsifying certifications or affirmations may subject you to criminal
penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
15
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
WHAT NAME AND NUMBER TO PROVIDE:
- --------------------------------------------------------------- -----------------------------------------------------
Give the Give the
SOCIAL EMPLOYER
SECURITY IDENTIFICATION
For this type of account: Number of-- For this type of account: Number of--
- --------------------------------------------------------------- -----------------------------------------------------
1. An individual's account The individual 6. A valid trust, estate or Legal entity (4)
pension trust
2. Two or more individuals The actual owner of the 7. Corporate account The corporation
(joint account) account or, if combined,
funds, the first individual
on the account (1)
3. Custodian account of a The minor (2) 8. Association, club, The corporation
minor religious, charitable,
(Uniform Gift to Minors educational or other
Act) tax-exempt organization
4. (a) The usual revocable The grantor-trustee (1) 9. Partnership The partnership
savings trust account
(grantor is also a trustee)
(b) So-called trust account The actual owner (3) 10. A broker or registered The broker or nominee
that is not a legal or valid nominee
trust under state law
5. Sole proprietorship The owner (3) 11. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a state or local
government, school,
district or prison) that
receives agricultural
program payments
<FN>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Provide the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the identifying number of the personal
representative or trustee unless the legal entity itself is not
designated in the account title.)
NOTES:
o 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.
o If you are an individual, you must generally provide the name shown on
your social security card. However, if you have changed your last name,
for instance, due to marriage, without informing the Social Security
Administration of the name change, please enter your first name, the
last name shown on your social security card, and your new last name.
o For a joint account, only the person whose taxpayer identification
number is shown on the Substitute Form W-9 should sign the form.
16