EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
8 5/8% SENIOR NOTES DUE 2012
(CUSIP NOS. 26632QAM5 AND U26557AF2)
OF
DURA OPERATING CORP.
Pursuant to the Prospectus Dated , 2004
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2004 UNLESS EXTENDED (THE "EXPIRATION DATE").
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal should be
completed, signed and submitted to the Exchange Agent:
BNY MIDWEST TRUST COMPANY
(THE "EXCHANGE AGENT")
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<Caption>
By Overnight Courier or Registered/ Certified Mail: By Hand Prior to 4:30 p.m., New York City Time:
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The Bank of New York The Bank of New York
Corporate Trust Operations Corporation Trust Services Window
Reorganization Unit Ground Level
101 Barclay Street - 7E 101 Barclay Street - 7E
New York, New York 10286 New York, New York 10286
Attention: Diane Amoroso Attention: Diane Amoroso
Reorganization Unit - 7E
Facsimile Transmission: For Information Telephone:
-------------------------------------------- --------------------------------------------
(212) 298-1915
Attention: Reorganization Unit (212) 815-3738
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR FACSIMILE NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY
ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (212)
815-3738.
The undersigned hereby acknowledges receipt of the Prospectus dated
, 2004 (the "Prospectus") of Dura Operating Corp., a Delaware
corporation (the "Issuer"), and this Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuer's offer (the "Exchange
Offer") to exchange $1,000 in principal amount of its 8 5/8% Senior Notes due
2012 Series B (the "New Securities") which have been registered under the
Securities Act for each $1,000 in principal amount of its outstanding 8 5/8%
Senior Notes due 2012 (CUSIP Nos. 26632QAM5 and U26557AF2) (the "Outstanding
Securities"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
The undersigned hereby tenders the Outstanding Securities described in Box
1 below (the "Tendered Securities") pursuant to the terms and conditions
described in the Prospectus and this Letter of Transmittal. The undersigned is
the registered owner of all the Tendered Securities and the undersigned
represents that it has received from each beneficial owner of the Tendered
Securities ("Beneficial Owners") a duly completed and executed form of
"Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from
Beneficial Owner" accompanying this Letter of Transmittal, instructing the
undersigned to take the action described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the Tendered
Securities, the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Issuer all right, title, and interest in, to and under the
Tendered Securities.
Please issue the New Securities exchanged for Tendered Securities in the
name(s) of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions" below (Box 3), please send or cause to be sent the
certificates for the New Securities (and accompanying documents, as appropriate)
to the undersigned at the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the Tendered Securities, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) deliver the Tendered Securities to the Issuer or cause ownership of the
Tendered Securities to be transferred to, or upon the order of, the Issuer, on
the books of the registrar for the Outstanding Securities and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Issuer upon receipt by the Exchange Agent, as the undersigned's agent, of
the New Securities to which the undersigned is entitled upon acceptance by the
Issuer of the Tendered Securities pursuant to the Exchange Offer, and (ii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of the Tendered Securities, all in accordance with the terms of the Exchange
Offer.
The undersigned understands that tenders of Outstanding Securities pursuant
to the procedures described under the caption "The Exchange Offer" in the
Prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and the Issuer upon the terms and subject to the
conditions of the Exchange Offer, subject only to withdrawal of such tenders on
the terms set forth in the Prospectus under the caption "The Exchange
Offer -- Withdrawal of tenders." All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned and any
Beneficial Owner(s), and every obligation of the undersigned or any Beneficial
Owner(s) hereunder shall be binding upon the heirs, representatives, successors,
and assigns of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the Tendered
Securities and that the Issuer will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances, and adverse
claims when the Tendered Securities are acquired by the Issuer as contemplated
herein. The undersigned and each Beneficial Owner will, upon request, execute
and deliver any additional documents reasonably requested by the Issuer or the
Exchange Agent as necessary or desirable to complete and give effect to the
transactions contemplated hereby.
The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the New Securities to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are being acquired by
the undersigned and any Beneficial Owner(s) in the ordinary course of business
of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each
Beneficial Owner are not participating, do not intend to participate, and have
no arrangement or understanding with any person to participate, in the
distribution of the New Securities, (iii) except as otherwise disclosed in
writing herewith, neither the undersigned nor any Beneficial Owner is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuer,
(iv) that the undersigned is not a broker-dealer tendering securities directly
acquired from the Issuer for its own account, and (v) the undersigned and each
Beneficial Owner acknowledge and agree that any person participating in the
Exchange Offer with the intention or for the purpose of distributing the New
Securities must comply with the registration and prospectus delivery
requirements of the Securities Act, in connection with a secondary resale of the
New Securities acquired by such person and cannot rely on the position of the
Staff of the Securities and Exchange Commission (the "Commission") set forth in
the no-action letters that are discussed in the section of the Prospectus
entitled "The Exchange Offer -- Resale of the exchange notes."
In addition, by accepting the Exchange Offer, the undersigned hereby (i)
represents and warrants that, if the undersigned or any Beneficial Owner of the
Outstanding Securities is a broker-dealer, such broker-dealer acquired the
Outstanding Securities for its own account as a result of market-making
activities or other trading
activities and has not entered into any arrangement or understanding with the
Issuer or any "affiliate" of the Issuer (within the meaning of Rule 405 under
the Securities Act) to distribute the New Securities to be received in the
Exchange Offer, and (ii) acknowledges that, by receiving New Securities for its
own account in exchange for Outstanding Securities, where such Outstanding
Securities were acquired as a result of market-making activities or other
trading activities, such broker-dealer will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Securities; 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 Issuer has agreed that, for a period starting on the Expiration Date
and ending on the close of business on the earlier of the (i) 180th day after
the Expiration Date and (ii) date on which all broker-dealers who have elected
to exchange Outstanding Securities acquired for their own account as a result of
market-making activities or other trading activities for New Securities have
sold all New Securities held by them, it will make the Prospectus available to
any such broker-dealer for use in connection with any such resale.
CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED HEREWITH. [ ]
CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4). [ ]
CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE "Use of Book-Entry Transfer" BELOW (Box 5).
[ ]
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
<Table>
<Caption>
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BOX 1
DESCRIPTION OF OUTSTANDING SECURITIES TENDERED
(Attach additional signed pages, if necessary)
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NAMES(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE AGGREGATE AGGREGATE
OUTSTANDING NUMBER(S) OF PRINCIPAL PRINCIPAL
SECURITY HOLDER(S), EXACTLY AS NAME(S) OUTSTANDING AMOUNT AMOUNT
APPEAR(S) ON SECURITIES* REPRESENTED BY TENDERED**
OUTSTANDING SECURITY CERTIFICATE(S) CERTIFICATE(S)
(PLEASE FILL IN, IF BLANK)
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TOTAL
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* Need not be completed by persons tendering by book-entry transfer.
** The minimum permitted tender is $1,000 in principal amount of any series of Outstanding
Securities.
All other tenders must be in integral multiples of $1,000 of principal amount of any series of
Outstanding Securities. Unless otherwise indicated in this column, the principal amount of all
Outstanding Security Certificates identified in this Box 1 or delivered to the Exchange Agent
herewith shall be deemed tendered.
See Instruction 4.
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</Table>
<Table>
<Caption>
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BOX 2
BENEFICIAL OWNER(S)
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STATE OF PRINCIPAL RESIDENCE OF EACH PRINCIPAL AMOUNT OF TENDERED SECURITIES
BENEFICIAL OWNER OF TENDERED SECURITIES HELD FOR ACCOUNT OF BENEFICIAL OWNER
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</Table>
BOX 3
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
TO BE COMPLETED ONLY IF NEW SECURITIES EXCHANGED FOR OUTSTANDING SECURITIES AND
UNTENDERED OUTSTANDING SECURITIES ARE TO BE SENT TO SOMEONE OTHER THAN THE
UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.
Mail New Securities and any untendered Outstanding Securities to:
Name(s):
- --------------------------------------------------------------------------------
(please print)
Address:
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(include Zip Code)
Tax Identification or
Social Security No.:
BOX 4
USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
TO BE COMPLETED ONLY IF OUTSTANDING SECURITIES ARE BEING TENDERED BY MEANS
OF A NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s):
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Date of Execution of Notice of Guaranteed Delivery: -------------------------
Name of Institution which Guaranteed Delivery: ------------------------------
BOX 5
USE OF BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1)
TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY BOOK-
ENTRY TRANSFER.
Name of Tendering Institution:
--------------------------------------------------
Account Number:
------------------------------------------------------------
Transaction Code Number:
--------------------------------------------------
BOX 6
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
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<Table>
Signature Guarantee
X -------------------------------------- (If required by Instruction 5)
X -------------------------------------- Authorized Signature
(Signature of Registered Holder(s) or
Authorized Signatory)
Note: The above lines must be signed by the X --------------------------------------
registered holder(s) of Outstanding
Securities as their name(s) appear(s) on the Name: --------------------------------------
Outstanding Securities or by persons(s) (please print)
authorized to become registered holder(s)
(evidence of such authorization must be Title: --------------------------------------
transmitted with this Letter of
Transmittal). If signature is by a trustee, Name of Firm: ----------------------------
executor, administrator, guardian, (Must be an Eligible
attorney-in-fact, officer, or other person Institution as defined in Instruction 2)
acting in a fiduciary or representative
capacity, such person must set forth his or
her full title below. See Instruction 5.
Name(s): ------------------------------
Address: ------------------------------
- --------------------------------------
- --------------------------------------
Capacity: --------------------------------------
--------------------------------------
(include Zip Code)
- ------------------------------ Area Code and Telephone Number:
Street Address: --------------------
------------------------------
Dated: ------------------------------
- ------------------------------
(include Zip Code)
Area Code and Telephone Number:
- ----------------------------------------
Tax Identification or Social Security
Number:
- ----------------------------------------
</Table>
BOX 7
BROKER-DEALER STATUS
<Table>
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[ ] CHECK HERE IF THE BENEFICIAL OWNER IS A PARTICIPATING BROKER-DEALER WHO HOLDS SECURITIES
ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISHES TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO
FOR USE IN CONNECTION WITH RESALES OF NEW SECURITIES RECEIVED IN EXCHANGE FOR SUCH
SECURITIES.
Name: ------------------------------
Address: ------------------------------
Area Code and Telephone Number: -------------------- Contact Person: --------------------
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PAYOR'S NAME: DURA OPERATING CORP.
</Table>
<Table>
<Caption>
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SUBSTITUTE Name (if joint names, list first and circle the name of the person
FORM W-9 or entity whose number you enter in Part 1 below. See instructions
if your name has changed.)
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
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Address
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City, State and ZIP Code
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List account number(s) here (optional)
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PART 1 -- PLEASE PROVIDE YOUR TAXPAYER Social Security
IDENTIFICATION NUMBER ("TIN") IN THE BOX Number or TIN
AT RIGHT AND CERTIFY BY SIGNING AND DATING
BELOW
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PART 2 -- Check the box if you are NOT subject to backup withholding
under the provisions of section 3406(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. [ ]
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CERTIFICATION -- UNDER THE PENALTIES OF PART 3 --
PERJURY, I CERTIFY THAT THE INFORMATION Awaiting TIN [ ]
PROVIDED ON THIS FORM IS TRUE, CORRECT AND
COMPLETE.
SIGNATURE ____________________________________
DATE ____________________________
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</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% 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.
DURA OPERATING CORP.
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING SECURITIES. A
properly completed and duly executed copy of this Letter of Transmittal,
including Substitute Form W-9, and any other documents required by this Letter
of Transmittal must be received by the Exchange Agent at its address set forth
herein, and either certificates for Tendered Securities must be received by the
Exchange Agent at its address set forth herein or such Tendered Securities must
be transferred pursuant to the procedures for book-entry transfer described in
the Prospectus under the caption "Exchange Offer -- Procedures for tendering"
(and a confirmation of such transfer received by the Exchange Agent), in each
case prior to 5:00 p.m., New York City time, on the Expiration Date. The method
of delivery of certificates for Tendered Securities, this Letter of Transmittal
and all other required documents to the Exchange Agent is at the election and
risk of the tendering holder and the delivery will be deemed made only when
actually received by the Exchange Agent. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. Instead of
delivery by mail, it is recommended that the holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or Outstanding Securities should be
sent to the Issuer. Neither the Issuer nor the registrar is under any obligation
to notify any tendering holder of the Issuer's acceptance of Tendered Securities
prior to the closing of the Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their
Outstanding Securities but whose Outstanding Securities are not immediately
available, and who cannot deliver their Outstanding Securities, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date must tender their Outstanding Securities according to the
guaranteed delivery procedures set forth below, including completion of Box 4.
Pursuant to such procedures: (i) such tender must be made by or through a firm
which is a member of a recognized Medallion Program approved by the Securities
Transfer Association Inc. (an "Eligible Institution") and the Notice of
Guaranteed Delivery must be signed by the holder; (ii) prior to the Expiration
Date, the Exchange Agent must have received from the holder and the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by mail, hand delivery or facsimile transmission) setting forth the name and
address of the holder, the certificate number(s) of the Tendered Securities and
the principal amount of Tendered Securities, stating that the tender is being
made thereby and guaranteeing that, within three New York Stock Exchange trading
days after the date such Notice of Guaranteed Delivery is received by the
Exchange Agent, this Letter of Transmittal together with the certificate(s)
representing the Outstanding Securities or a confirmation of book-entry transfer
of the Outstanding Securities into the Exchange Agent's account at the
Depositary Trust Company (the "DTC") and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed Letter of Transmittal or facsimile of the Letter
of Transmittal, as well as all other documents required by this Letter of
Transmittal and the certificate(s) representing all Tendered Securities in
proper form for transfer or a confirmation of book-entry transfer of the
Outstanding Securities into the Exchange Agent's account at the DTC, must be
received by the Exchange Agent within three New York Stock Exchange trading days
after the date on which such Notice of Guaranteed Delivery is received by the
Exchange Agent. Any holder who wishes to tender Outstanding Securities pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the Notice of Guaranteed Delivery relating to such
Outstanding Securities prior to 5:00 p.m., New York City time, on the Expiration
Date. Failure to complete the guaranteed delivery procedures outlined above will
not, of itself, affect the validity or effect a revocation of any Letter of
Transmittal form properly completed and executed by an Eligible Holder who
attempted to use the guaranteed delivery process.
3. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only a holder in
whose name Tendered Securities are registered on the books of the registrar (or
the legal representative or attorney-in-fact of such registered holder) may
execute and deliver this Letter of Transmittal. Any Beneficial Owner of Tendered
Securities who is not the registered holder must arrange promptly with the
registered holder to execute and deliver this Letter of Transmittal on his or
her behalf through the execution and delivery to the registered holder of the
Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner form accompanying this Letter of Transmittal.
4. PARTIAL TENDERS. Tenders of Outstanding Securities will be accepted
only in integral multiples of $1,000 in principal amount. If less than the
entire principal amount of Outstanding Securities held by the holder is
tendered, the tendering holder should fill in the principal amount tendered in
the column labeled "Aggregate Principal Amount Tendered" of the box entitled
"Description of Outstanding Securities Tendered" (Box 1) above. The entire
principal amount of Outstanding Securities delivered to the Exchange Agent will
be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Outstanding Securities held by the holder is not
tendered, then Outstanding Securities for the principal amount of Outstanding
Securities not tendered and New Securities issued in exchange for any
Outstanding Securities tendered and accepted will be sent to the holder at his
or her registered address, unless a different address is provided in the
appropriate box on this Letter of Transmittal, as soon as practicable following
the Expiration Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder(s) of the Tendered Securities, the signature must correspond
with the name(s) as written on the face of the Tendered Securities without
alteration, enlargement or any change whatsoever.
If any of the Tendered Securities are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Securities are held in different names, it will be necessary to complete, sign
and submit as many separate copies of the Letter of Transmittal as there are
different names in which Tendered Securities are held.
If this Letter of Transmittal is signed by the registered holder(s) of
Tendered Securities, and New Securities issued in exchange therefor are to be
issued (and any untendered principal amount of Outstanding Securities is to be
reissued) in the name of the registered holder(s), then such registered
holder(s) need not and should not endorse any Tendered Securities, nor provide a
separate bond power. In any other case, such registered holder(s) must either
properly endorse the Tendered Securities or transmit a properly completed
separate bond power with this Letter of Transmittal, with the signature(s) on
the endorsement or bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Securities, such Tendered Securities must
be endorsed or accompanied by appropriate bond powers, in each case, signed as
the name(s) of the registered holder(s) appear(s) on the Tendered Securities,
with the signature(s) on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Tendered Securities 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, evidence satisfactory to the Issuer of their authority to so act must be
submitted with this Letter of Transmittal.
Endorsements on Tendered Securities or signatures on bond powers required
by this Instruction 5 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Tendered Securities are tendered (i) by a registered
holder who has not completed the box set forth herein entitled "Special Delivery
Instructions" (Box 3) or (ii) by an Eligible Institution.
6. SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate, in
the applicable box (Box 3), the name and address to which the New Securities
and/or substitute Outstanding Securities for principal amounts not tendered or
not accepted for exchange are to be 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 taxpayer identification or social security number of the
person named must also be indicated.
7. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Securities pursuant to the Exchange
Offer. If, however, a transfer tax is imposed for any reason other than the
transfer and exchange of Outstanding Securities pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
holder or on any other person) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Securities listed in this
Letter of Transmittal.
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that the
holder(s) of any Tendered Securities which are accepted for exchange must
provide the Issuer (as payor) with its correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Issuer is not provided with the correct TIN, the
holder may be subject to backup withholding and a $50 penalty imposed by the
Internal Revenue Service. (If withholding results in an over-payment of taxes, a
refund may be obtained.) Certain 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" for
additional instructions.
To prevent backup withholding, each holder of Tendered Securities must
provide such holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such holder
is awaiting a TIN), and that (i) the holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified the holder that such holder is no longer subject to
backup withholding. If the Tendered Securities are registered in more than one
name or are not in the name of the actual owner, consult the "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report.
The Issuer reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Issuer's obligation regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of Tendered
Securities will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the right to reject
any and all Outstanding Securities not validly tendered or any Outstanding
Securities the Issuer's acceptance of which would, in the opinion of the Issuer
or its counsel, be unlawful. The Issuer also reserves the right to waive any
conditions of the Exchange Offer or defects or irregularities in tenders of
Outstanding Securities as to any ineligibility of any holder who seeks to tender
Outstanding Securities in the Exchange Offer. The interpretation of the terms
and conditions of the Exchange Offer (including this Letter of Transmittal and
the instructions hereto) by the Issuer shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Securities must be cured within such time as the Issuer shall
determine. Neither the Issuer, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Outstanding Securities, nor shall any of them incur any liability for
failure to give such notification. Tenders of Outstanding Securities will not be
deemed to have been made until such defects or irregularities have been cured or
waived. Any Outstanding Securities received by the Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned by the Exchange Agent to the tendering holders,
unless otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
10. WAIVER OF CONDITIONS. The Issuer reserves the right to amend, waive
or modify any of the conditions in the Exchange Offer in the case of any
Tendered Securities.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Outstanding Securities or transmittal of this Letter of
Transmittal will be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING SECURITIES. Any
tendering holder whose Outstanding Securities have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated herein
for further instructions.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
indicated herein. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.
14. ACCEPTANCE OF TENDERED SECURITIES AND ISSUANCE OF NEW SECURITIES;
RETURN OF OUTSTANDING SECURITIES. Subject to the terms and conditions of the
Exchange Offer, the Issuer will accept for exchange all validly tendered
Outstanding Securities as soon as practicable after the Expiration Date and will
issue New Securities therefor as soon as practicable thereafter. For purposes of
the Exchange Offer, the Issuer shall be deemed to have accepted tendered
Outstanding Securities when, as and if the Issuer has given written or oral
notice (immediately followed in writing) thereof to the Exchange Agent. If any
Tendered Securities are not exchanged pursuant to the Exchange Offer for any
reason, such unexchanged Outstanding Securities will be returned, without
expense, to the undersigned at the address shown in Box 1 or at a different
address as may be indicated herein under "Special Delivery Instructions" (Box
3).
15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the procedures
set forth in the Prospectus under the caption "The Exchange Offer -- Withdrawal
of tenders."