THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE
DELCO REMY INTERNATIONAL, INC.
LETTER OF TRANSMITTAL
11% SENIOR SUBORDINATED NOTES DUE 2009
TO: FIRST UNION NATIONAL BANK
THE EXCHANGE AGENT
By Mail: By Hand before 4:30 p.m.
First Union National Bank First Union National Bank
Customer Information Center Customer Information Center
Corporate Trust Operations-NC 1153 Corporate Trust Operations-NC 1153
1525 West W.T. Harris Blvd.-3C3 1525 West W.T. Harris Blvd.-3C3
Charlotte, NC 28288-1153 Charlotte, NC 28288-1153
Attn: Laura Richardson Attn: Laura Richardson
By Overnight Courier and on the By Facsimile:
Expiration 704-590-7628
Date only by Hand after 4:30 p.m.:
First Union National Bank Confirm by Telephone:
Customer Information Center 704-590-7414
Corporate Trust Operations-NC 1153
1525 West W.T. Harris Blvd.-3C3
Charlotte, NC 28288-1153
Attn: Laura Richardson
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR EXISTING NOTES
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
EXISTING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
The undersigned acknowledges receipt of the Prospectus dated , 2001
(the "Prospectus") of Delco Remy International, Inc. (the "Company") and this
Letter of Transmittal (the "Letter of Transmittal"), which together constitute
the Company's Offer to Exchange (the "Exchange Offer") $165,000,000 principal
amount of its 11% Senior Subordinated Notes due 2009 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
is a part, for each $1,000 principal amount of its outstanding 11% Senior
Subordinated Notes due 2009 (the "Existing Notes"), of which $165,000,000
principal amount is outstanding, upon the terms and conditions set forth in the
Prospectus and this Letter of Transmittal. Other capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
For each Existing Note accepted for exchange, the holder of such Existing
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Existing Note. Interest on the Exchange Notes will accrue from
the last interest payment date on which interest was paid on the Existing Notes
surrendered in exchange therefor. Holders of Existing Notes accepted for
exchange will be deemed to have waived the right to receive any other payments
or accrued interest on the Existing Notes. The Company reserves the right, at
any time or from time to time, to extend the Exchange Offer at its discretion,
in which event the term "Expiration Date" shall mean the latest time and date
to which the Exchange Offer is extended. The Company shall notify holders of
the Existing Notes of any extension by means of a press release or other public
announcement prior to 9:00 A.M., New York City time, on the next business day
after the previously scheduled Expiration Date.
This Letter of Transmittal is to be used by Holders if: (i) certificates
representing Existing Notes are to be physically delivered to the Exchange
Agent herewith by Holders; (ii) tender of Existing Notes is to be made by book-
entry transfer to the Exchange Agent's account at The Depository Trust Company
("DTC"), pursuant to the procedures set forth in the Prospectus under "The
Exchange Offer--Procedures for Tendering Existing Notes" by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of Existing Notes or (iii) tender of Existing
Notes is to be made according to the guaranteed delivery procedures set forth
in the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
The term "Holder" with respect to the Exchange Offer means any person: (i)
in whose name Existing Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered Holder, or (ii) whose Existing Notes are held of record by DTC (or
its nominee) who desires to deliver such Existing Notes by book-entry transfer
at DTC. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
Holders of Existing Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through the DTC
Automated Tender Offer Program ("ATOP"), for which the transaction will be
eligible. DTC participants that are accepting the Exchange Offer must transmit
their acceptance to DTC, which will verify the acceptance and execute a book-
entry delivery to the Exchange Agent's DTC account. DTC will then send an
Agent's Message to the Exchange Agent for its acceptance. DTC participants may
also accept the Exchange Offer prior to the Expiration Date by submitting a
Notice of Guaranteed Delivery or Agent's Message relating thereto as described
herein under Instruction 1, "Guaranteed Delivery Procedures."
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 11 herein.
2
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR EXISTING NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. PLEASE READ THIS
ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW
DESCRIPTION OF 11% SENIOR SUBORDINATED NOTES DUE 2009 (EXISTING NOTES)
- --------------------------------------------------------------------------------
Name(s) and
Address(es)
of
Registered
Holder(s) Aggregate
(Please fill Principal Amount Principal Amount
in, if Certificate Represented by Tendered (If Less
blank) Number(s)* Certificate(s) Than All)**
- ------------------------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
- -------------------------------------------------------------------
* Need not be completed by holders tendering by book-entry transfer.
** Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holder of Existing Notes will be deemed to have tendered the
entire aggregate principal amount represented by the column labeled
"Aggregate Principal Amount Represented by Certificate(s)." If the space
provided above is inadequate, list the certificate numbers and principal
amounts on a separate signed schedule and affix the list to this Letter
of Transmittal.
The minimum permitted tender is $1,000 in principal amount of Existing Notes.
All other tenders must be integral multiples of $1,000.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5, and 6) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cates for Exchange Notes issued in cates for Existing Notes in a
exchange for Existing Notes ac- principal amount not tendered or
cepted for exchange, or Existing not accepted for exchange, are to
Notes not tendered or not accepted be sent to someone other than the
for exchange, are to be issued in undersigned, or to the undersigned
the name of someone other than the at an address other than that
undersigned or, if such Existing shown above.
Notes are being tendered by book-
entry transfer, to someone other
than DTC or to another account
maintained by DTC.
Mail certificate(s) to:
Name_______________________________
Issue certificate(s) to:
Address ___________________________
Name ______________________________
___________________________________
Address ___________________________ (Include Zip Code)
___________________________________ ___________________________________
(Include Zip Code) (Tax Identification or Social
Security No.)
___________________________________
(Tax Identification or Social
Security No.)
DTC Acct. No. _____________________
3
[_]CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution _______________________________________________
DTC Book-Entry Account No. ___________________ Transaction Code No. _______
[_]CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) _____________________________________________
Window Ticket Number (if any) _______________________________________________
Date of Execution of Notice of Guaranteed Delivery __________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, PLEASE COMPLETE THE FOLLOWING:
Account Number ________________________ Transaction Code Number _____________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND ARE RECEIVING NEW NOTES FOR YOUR
OWN ACCOUNT IN EXCHANGE FOR EXISTING NOTES THAT WERE ACQUIRED AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:________________________________________________________________________
Address:_____________________________________________________________________
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Existing Notes indicated
above. Subject to and effective upon the acceptance for exchange of the
principal amount of Existing Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the Existing Notes
tendered hereby. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company and as Trustee under the
Indenture for the Existing Notes and Exchange Notes) with respect to the
tendered Existing Notes with full power of substitution to (i) deliver
certificates for such Existing Notes to the Company, or transfer ownership of
such Existing Notes on the account books maintained by DTC and deliver all
accompanying evidence of transfer and authenticity to, or upon the order of,
the Company and (ii) present such Existing Notes for transfer on the books of
the Company and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Existing Notes, all in accordance with the terms
and subject to the conditions of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Existing Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to
4
any adverse claim, when the same are acquired by the Company. The undersigned
hereby further represents that any Exchange Notes acquired in exchange for
Existing Notes tendered hereby will have been acquired in the ordinary course
of business of the Holder receiving such Exchange Notes, whether or not such
person is the Holder, that neither the Holder nor any such other person has any
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes and that neither the Holder nor any such other person is
an "affiliate," as defined in Rule 405 under the Securities Act, of the Company
or any of its subsidiaries.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on an interpretation by the staff of the Securities and Exchange
Commission (the "SEC") that the Exchange Notes issued in exchange for the
Existing Notes pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by holders thereof (other than any such holder that
is an "affiliate" of the Company 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 Exchange Notes
are acquired in the ordinary course of such holders' business and such holders
have no arrangements or understandings with any person to participate in the
distribution of such Exchange Notes. If the undersigned is not a broker-dealer,
the undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Notes. If the undersigned is a broker-
dealer that will receive Exchange Notes for its own account in exchange for
Existing 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.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment, transfer and purchase of the Existing
Notes tendered hereby. All authority conferred or agreed to be conferred by
this Letter of Transmittal shall survive the death, incapacity or dissolution
of the undersigned and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns, trustees in bankruptcy or other legal
representatives 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.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Existing Notes when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.
If any tendered Existing Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Existing
Notes will be returned (except as noted below with respect to tenders through
DTC), without expense, to the undersigned at the address shown below or at such
different address as may be indicated under "Special Delivery Instructions" as
promptly as practicable after the Expiration Date.
The undersigned understands that tenders of Existing Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Existing Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the Exchange Notes issued in exchange for
the Existing Notes accepted for exchange and return any Existing Notes not
tendered or not accepted for exchange in the name(s) of the undersigned (or in
either such event in the case of the Existing Notes tendered through DTC, by
credit to the undersigned's account at DTC). Similarly, unless otherwise
indicated under "Special Delivery Instructions," please send the certificates
representing the Exchange Notes issued in exchange for the Existing Notes
accepted for exchange and any certificates for Existing Notes not tendered or
not accepted for exchange (and accompanying documents, as
5
appropriate) to the undersigned at the address shown below the undersigned's
signature(s), unless, in either event, tender is being made through DTC. In the
event that both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the certificates representing the
Exchange Notes issued in exchange for the Existing Notes accepted for exchange
and return any Existing Notes not tendered or not accepted for exchange in the
name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Existing Notes from the name of the registered Holder(s) thereof if the
Company does not accept for exchange any of the Existing Notes so tendered.
Holders of Existing Notes who wish to tender their Existing Notes and (i)
whose Existing Notes are not immediately available or (ii) who cannot deliver
their Existing Notes, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent, or cannot complete the procedure for
book-entry transfer, prior to the Expiration Date, may tender their Existing
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 1 regarding the completion of the Letter of
Transmittal printed below.
6
SIGNATURE PAGE
PLEASE SIGN HERE WHETHER OR NOT
EXISTING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X ________________________________________________________ __________, 2001
Date
X ________________________________________________________ __________, 2001
Signature(s) of Registered Holder(s) Date
or Authorized Signatory
Area Code and Telephone Number: __________________________
The above lines must be signed by the registered Holder(s) of Existing Notes
as their name(s) appear(s) on the Existing Notes or, if the Existing Notes are
tendered by a participant in DTC, as such participant's name appears on a
security position listing as the owner of Existing Notes, or by a person or
persons authorized to become registered Holder(s) by a properly completed bond
power from the registered Holder(s), a copy of which must be transmitted with
this Letter of Transmittal. If Existing Notes to which this Letter of
Transmittal relates are held of record by two or more joint Holders, then all
such holders must sign this Letter of Transmittal. 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,
such person must (i) set forth his or her full title below and (ii) unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority to act. See Instruction 4 regarding the completion of this
Letter of Transmittal printed below.
Name(s): _______________________________________________________________________
(Please Print)
Capacity: ______________________________________________________________________
(Title)
Address: _______________________________________________________________________
(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution (if required by Instruction
4):
_____________________________________
(Authorized Signature)
_____________________________________
(Title)
_____________________________________
(Name of Firm)
Dated:_________________, 2001
7
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter of Transmittal and Existing Notes; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed by Holders,
either if certificates are to be forwarded herewith or if tenders are to be
made pursuant to the procedures for delivery by book-entry transfer set forth
in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus.
Certificates for all physically tendered Existing Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile hereof) and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at one of the addresses set forth herein on or prior to the
Expiration Date, or the tendering Holder must comply with the guaranteed
delivery procedures set forth below. Existing Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
Holders whose certificates for Existing Notes are not immediately available
or who cannot deliver their certificates and all other required documents to
the Exchange Agent on or prior to the Expiration Date, or who cannot complete
the procedure for book-entry transfer on a timely basis, may tender their
Existing 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 (as defined in Instruction 4 below), (ii) prior to the Expiration
Date, the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and
Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery), substantially in the form provided by the Company, setting forth the
name and address of the Holder of Existing Notes and the amount of Existing
Notes tendered, stating that the tender is being made thereby and guaranteeing
that, within five New York Stock Exchange ("NYSE") trading days after the date
of execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Existing Notes, or a Book-Entry Confirmation, and any other
documents required by this Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) the certificates for
all physically tendered Existing Notes, in proper form for transfer, or a Book-
Entry Confirmation, as the case may be, and all other documents required by
this Letter of Transmittal, are received by the Exchange Agent within five NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE EXISTING 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 EXISTING NOTES ARE SENT BY MAIL, IT IS
SUGGESTED THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION
DATE TO PERMIT THE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
See "The Exchange Offer" section in the Prospectus.
2. Tender by Holder. Only a Holder of Existing Notes may tender such
Existing Notes in the Exchange Offer. Any beneficial holder of Existing Notes
who is not the registered Holder and who wishes to tender should arrange with
the registered Holder to execute and deliver this Letter of Transmittal on his
or her behalf or must, prior to completing and executing this Letter of
Transmittal and delivering his or her Existing Notes, either make appropriate
arrangements to register ownership of the Existing Notes in such holder's name
or obtain a properly completed bond power from the registered Holder.
3. Partial Tenders. Tenders of Existing Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Existing Notes is tendered, the tendering Holder should fill in the principal
amount tendered in the fourth column of the box entitled "Description of 11%
Senior Subordinated
8
Notes due 2009 (Existing Notes)" above. The entire principal amount of Existing
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of a Holder's
Existing Notes is not tendered, then Existing Notes for the principal amount of
Existing Notes not tendered and a certificate or certificates representing
Exchange Notes issued in exchange for any Existing Notes accepted for exchange
will be sent to the Holder at his or her registered address (unless a different
address is provided in the appropriate box on this Letter of Transmittal)
promptly after the Existing Notes are accepted for exchange.
4. Signatures on this Letter of Transmittal; Endorsements and Powers of
Attorney; Guarantee of Signatures. If this Letter of Transmittal is signed by
the registered Holder of the Existing Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the certificates
without any change whatsoever.
If any tendered Existing Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Existing 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 of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered Holder(s) of the
Existing Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any Existing Notes not tendered or not accepted for
exchange are to be reissued, to a person or persons other than the registered
Holder(s), then endorsements of any certificate(s) transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) or
power(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered Holder(s) of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers or
powers of attorney, in each case signed exactly as the name or names on the
registered Holder(s) appear(s) on the certificate(s) and signatures on such
certificate(s) or power(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates, bond powers or powers of
attorney are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and,
unless waived by the Company, proper evidence satisfactory to the Company of
their authority to so act must be submitted.
Endorsements on certificates for Existing Notes or signatures on bond powers
or powers of attorney required by this Instruction 4 must be guaranteed by a
firm which is a participant in a recognized signature guarantee medallion
program (an "Eligible Institution").
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Existing Notes are tendered (i) by a registered Holder
of Existing Notes (which term, for purposes of the Exchange Offer, includes any
DTC participant whose name appears on a security position listing as the Holder
of such Existing Notes) 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.
5. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which
Exchange Notes or substitute Existing Notes not tendered or not accepted for
exchange are to be issued or sent, if different from the name and address of
the person signing this Letter of Transmittal (or in the case of a tender of
Existing Notes through DTC, if different from DTC). In the case of issuance in
a different name, the taxpayer identification or social security number of the
person named must also be indicated. Holders tendering Existing Notes by book-
entry transfer may request that Exchange
9
Notes issued in exchange for Existing Notes accepted for exchange or Existing
Notes not tendered or accepted for exchange be credited to such account
maintained at DTC as such Holder may designate hereon. If no such instructions
are given, such Exchange Notes or Existing Notes not exchanged will be returned
to the name and address of the person signing this Letter of Transmittal.
6. Tax Identification Number. Federal income tax law requires that a Holder
whose Existing Notes are accepted for exchange must provide the Company (as
payer) with his, her or its correct Taxpayer Identification Number ("TIN"),
which, in the case of an exchanging Holder who is an individual, is his or her
social security number. If the Company is not provided with the correct TIN or
an adequate basis for exemption, such Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service (the "IRS"), and payments made with
respect to the Exchange Notes or Exchange Offer may be subject to backup
withholding at varying rates up to 31%. If withholding results in an
overpayment of taxes, a refund may be obtained. Exempt Holders (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9."
To prevent backup withholding, each exchanging Holder must provide his, her
or its correct TIN by completing the Substitute Form W-9 included below in this
Letter of Transmittal, certifying that the TIN provided is correct (or that
such Holder is awaiting a TIN) and that the Holder is exempt from backup
withholding because (i) the Holder has not been notified by the IRS that he,
she or it is subject to backup withholding as a result of a failure to report
all interest or dividends, or (ii) the IRS has notified the Holder that he, she
or it is no longer subject to backup withholding. In order to satisfy the
Company that a foreign individual qualifies as an exempt recipient, such Holder
must submit a statement signed under penalty of perjury attesting to such
exempt status. Such statements may be obtained from the Exchange Agent. If the
Existing Notes are in more than one name or are not in the name of the actual
owner, consult the substitute Form W-9 for information on which TIN to report.
If you do not provide your TIN to the Company within 60 days, backup
withholding may begin and continue until you furnish your TIN to the Company.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Existing Notes pursuant to the Exchange Offer.
If, however, certificates representing Exchange Notes or Existing Notes not
tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person(s) other than the registered
Holder(s) of the Existing Notes tendered hereby, or if tendered Existing Notes
are registered in the name of any person other than the person signing this
Letter of Transmittal, or if a transfer tax is imposed for any reason other
than the exchange of Existing Notes pursuant to the Exchange Offer, then the
amount of any such transfer taxes (whether imposed on the registered Holder(s)
or on any other person(s)) will be payable by the tendering Holder(s). 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(s).
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Existing Notes listed in this Letter
of Transmittal.
8. Waiver of Conditions. The Company reserves the absolute right to amend,
waive or modify conditions to the Exchange Offer in the case of any Existing
Notes tendered (and to refuse to do so).
9. No Conditional Transfers. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Existing Notes,
by execution of this Letter of Transmittal, shall waive any right to receive
notice of the acceptance of their Existing Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of
Existing Notes, nor shall any of them incur any liability for failure to give
any such notice.
10
10. Mutilated, Lost, Stolen or Destroyed Existing Notes. Any tendering
Holder whose Existing Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at one of the addresses indicated herein for
further instructions.
11. Requests for Assistance or Additional Copies. Questions and requests for
assistance for additional copies of the Prospectus, this Letter of Transmittal,
the Notice of Guaranteed Delivery or the "Guidelines for Certification of
Taxpayer Identification Number" on Substitute Form W-9 may be directed to the
Exchange Agent at one of the addresses specified in the Prospectus.
(DO NOT WRITE IN THE SPACE BELOW)
Account Number:__________________ Transaction Code Number:_________
Certificate Existing Existing
Surrendered Notes Tendered Notes Accepted
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Delivery Prepared By: _______ Checked By: _________ Dated: _______
PAYER'S NAME: DELCO REMY INTERNATIONAL, INC.
Name (if joint names, list first and circle the
name of the person or entity whose number you
enter in Part 1 below. See instructions if your
name has changed.)
SUBSTITUTE
Form W-9
___________________________________________________
Department of Address ___________________________________________
the Treasury City, state and ZIP code __________________________
Internal List account number(s) here (optional) ____________
Revenue Service -----------------------------------------------------
Part 1--PLEASE PROVIDE YOUR Social security
TAXPAYER IDENTIFICATION NUMBER number or TIN
("TIN") IN THE BOX AT RIGHT
AND CERTIFY BY SIGNING AND -----------------
DATING BELOW.
Payer's Request for TIN
Part 2--Check the box if you are NOT subject to
backup withholding under the provisions of section
3408(a)(1)(C) of the Internal Revenue Code because
(1) you have not been notified that you are
subject to backup withholding as a result of
failure to report all interest or dividends or (2)
the Internal Revenue Service has notified you that
you are no longer subject to backup
withholding. [_]
-----------------------------------------------------
-----------------------------------------------------
CERTIFICATION--UNDER THE PENALTIES
OF PERJURY, I CERTIFY THAT THE IN-
FORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT, AND COMPLETE.
Part 3
Awaiting
TIN [_]
SIGNATURE _____________ DATE ________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING AT VARYING RATES UP TO 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
11