Application for Qualification of a Trust Indenture — Form T-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: T-3 Allied Signal T-3 19 84K
2: EX-99 Exhibit T3C.2 14 38K
3: EX-99 Exhibit T3E.1 35 178K
4: EX-99 Exhibit T3E.2 11 51K
5: EX-99 Exhibit T3E.3 8 41K
6: EX-99 Exhibit T3E.4 4 18K
7: EX-99 Exhibit T3E.5 4 18K
8: EX-99 Exhibit T3F 2 8K
9: EX-99 Miscellaneous Exhibit 5 24K
EX-99 — Exhibit T3E.2
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Exhibit T3E.2 -- Letter of Transmittal, dated as of May 20, 1998 for
$250,000,000 9 7/8% Debentures due June 1, 2002:
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
9 7/8% DEBENTURES DUE JUNE 1, 2002
FOR
NOTES DUE JULY 1, 2005
OF
ALLIEDSIGNAL INC.
PURSUANT TO THE OFFERING CIRCULAR
DATED MAY 20, 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON THURSDAY, JUNE 18, 1998, 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:
THE CHASE MANHATTAN BANK
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By Fax: By Hand or Overnight Courier: By Mail:
(214) 672-5932 c/o Chase Bank of Texas, N.A. c/o Chase Bank of Texas, N.A.
Attention: Frank Ivins Corporate Trust Services Corporate Trust Services
1201 Main Street, 18th Floor P.O. Box 219052
Dallas, Texas 75202 Dallas, Texas 75221-9052
Attention: Frank Ivins Attention: Frank Ivins
Phone: (214) 672-5678
------------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE TO A 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.
The undersigned hereby acknowledges receipt of the Offering Circular dated
May 20, 1998 (as it may be supplemented and amended from time to time, the
'Offering Circular') of ALLIEDSIGNAL INC. (the 'Company'), and this Letter of
Transmittal which together constitute the Company's offer (the 'Exchange Offer')
to exchange its Notes Due July 1, 2005 (the 'New Notes'), in an amount to be
determined as set forth below, for any and all of its $250,000,000 aggregate
principal amount of issued and outstanding 9 7/8% Debentures Due June 1, 2002
(the 'Old Debentures') from the registered holders (individually, a 'Holder' and
collectively, the 'Holders') thereof. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Offering Circular.
For the New Notes, the per annum interest rate (the 'New Coupon') will be
equal to the Reference Yield of the New Notes (as defined herein) rounded
downward to the nearest 1/8th of one percent. The 'Reference Yield of the New
Notes' will equal (i) the yield to maturity of the 6 1/2% U.S. Treasury Note due
May 15, 2005 (the '7 Year Benchmark Rate') plus (ii) 50 basis points.
Each holder exchanging Old Debentures for New Notes pursuant hereto will
receive, in exchange for each $1,000 in aggregate principal amount of Old
Debentures exchanged, New Notes in a principal amount (rounded to the nearest
cent, with $0.005 to be taken as a full cent) equal to (a) $1,000 times (b) the
Old Debenture Exchange Price divided by (c) the New Note Exchange Price;
provided that New Notes will only be issued in denominations of $1,000 or
integral multiples thereof.
The undersigned hereby tenders the Old Debentures described in Box 1 below,
upon the terms and subject to the conditions described in the Offering Circular
and this Letter of Transmittal. The
undersigned is the Holder of all such Old Debentures and the undersigned
represents that it has received from each beneficial owner of the tendered Old
Debentures ('Beneficial Owners') valid instructions which authorize and instruct
the undersigned to take the action described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the tendered
Old Debentures, the undersigned hereby exchanges, assigns and transfers to, or
upon the order of, the Company all right, title, and interest in, to and under
the tendered Old Debentures.
Please issue the New Notes exchanged for tendered Old Debentures in the
name(s) of the undersigned. If Old Debentures not tendered or not exchanged are
to be delivered to a person other than to the Holder of the Old Debentures
tendered or to an address other than that of the Holder of such Old Debentures,
such Holder should so indicate in the section of this Letter of Transmittal
entitled 'Special Delivery Instructions' below (see Box 2).
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 Old Debentures, 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 Old Debentures to the Company or cause
ownership of the tendered Old Debentures to be transferred to, or upon the order
of, the Company, on the books of the registrar for the Old Debentures and
deliver all accompanying evidences of transfer and authenticity to, or upon the
order of, the Company upon receipt by the Exchange Agent, as the undersigned's
agent, of the New Notes to which the undersigned is entitled upon acceptance by
the Company of the tendered Old Debentures pursuant to the Exchange Offer, and
(ii) receive all benefits and otherwise exercise all rights of beneficial
ownership of the tendered Old Debentures, all in accordance with the terms of
the Exchange Offer.
The undersigned understands that tenders of Old Debentures pursuant to the
procedures described under the caption 'The Exchange Offer -- Procedures for
Tendering Old Debentures' in the Offering Circular 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,
subject only to withdrawal of such tenders on the terms set forth in the
Offering Circular under the caption 'The Exchange Offer -- Withdrawal Rights.'
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
Old Debentures and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances and
adverse claims when the tendered Old Debentures are acquired by the Company as
contemplated herein. The undersigned and each Beneficial Owner will, upon
request, execute and deliver any additional documents reasonably requested by
the Company 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 1 is true and correct.
Holders of Old Debentures 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 through ATOP.
2
PLEASE CHECK THE APPROPRIATE BOX
[ ] CHECK HERE IF OLD DEBENTURES ARE BEING DELIVERED HEREWITH.
[ ] CHECK HERE IF OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE
'USE OF GUARANTEED DELIVERY' BELOW (BOX 3).
[ ] CHECK HERE IF TENDERED OLD DEBENTURES 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 4).
[ ] CHECK HERE IF TENDERED OLD DEBENTURES ARE NOT BEING DELIVERED BY BOOK-ENTRY
TRANSFER AND COMPLETE 'DTC PARTICIPANT INFORMATION' BELOW (BOX 5).
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
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BOX 1
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
DESCRIPTION OF OLD DEBENTURES TENDERED
OLD DEBENTURES TENDERED
(ATTACH ADDITIONAL SCHEDULE, IF NECESSARY)
TOTAL PRINCIPAL
NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) NUMBER(S)* AMOUNT REPRESENTED OF OLD DEBENTURES
APPEAR(S) ON OLD DEBENTURES) OF DEBENTURES BY CERTIFICATE(S) TENDERED**
TOTAL
* Need not be completed by persons tendering by book-entry transfer.
** Tenders may only be made in denominations of $1,000 or integral multiples thereof. Unless otherwise indicated in this
column, the principal amount of all Old Debentures identified in this Box 1 or delivered to the Exchange Agent herewith
shall be deemed tendered. See Instruction 4.
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BOX 2
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if New Notes exchanged for Old
Debentures and untendered Old Debentures are to be sent
to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Mail any Old Debenture(s) not tendered hereby to:
Name(s):_______________________________________________
(Please Print)
Address:_______________________________________________
_______________________________________________________
_______________________________________________________
(include Zip Code)
Tax Identification or
Social Security No.:__________________________________
BOX 3
USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
To be completed only if Old Debentures are being
tendered by means of a Notice of Guaranteed Delivery.
Name(s) of Holder(s):________________________________
Window Ticket No. (if any):__________________________
Date of Execution of Notice
of Guaranteed Delivery:______________________________
Name of Eligible Institution
that Guaranteed Delivery:____________________________
If Delivered by Book-Entry Transfer, complete the
following:
DTC Account Number:_________________________________
Transaction Code Number:____________________________
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BOX 4
USE OF BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1)
To be completed only if delivery of Old Debentures is to be made by book-entry
transfer.
Name of Tendering Institution:__________________________________________________
Name of DTC Participant:________________________________________________________
DTC Participant Number:_________________________________________________________
Transaction Code Number:________________________________________________________
BOX 5
DTC PARTICIPANT INFORMATION
(SEE INSTRUCTION 1)
To be completed to indicate how New Notes are to be delivered by book-entry
transfer.
Name of DTC Participant:________________________________________________________
DTC Participant Number:_________________________________________________________
5
BOX 6
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
X_______________________________________________________________________________
X_______________________________________________________________________________
(Signature of Holder(s) or Authorized Signatory)
Note: The above lines must be signed by the registered holder(s) of Old
Debentures as their name(s) appear(s) therein or on the DTC security position
listing with respect thereto or by the person(s) authorized to become registered
holder(s) (evidence of such authorization must be transmitted with this Letter
of Transmittal). If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer, or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
See Instruction 5.
Name(s):________________________________________________________________________
Capacity:_______________________________________________________________________
Address:________________________________________________________________________
(Zip Code)
Area Code and Telephone Number:_________________________________________________
Tax Identification or Social Security Number:___________________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Authorized Signature X__________________________________________________________
Name:___________________________________________________________________________
(please print)
Title:__________________________________________________________________________
Name of Firm:___________________________________________________________________
(Must be an Eligible Institution as defined in Instruction 5)
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number:_________________________________________________
Dated:__________________________________________________________________________
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PAYER'S NAME: THE CHASE MANHATTAN BANK
Please fill out your name and address below:
SUBSTITUTE _____________________________________________________________________________________________
FORM W-9 Name
_____________________________________________________________________________________________
DEPARTMENT OF THE TREASURY Address (Number and street)
INTERNAL REVENUE SERVICE _____________________________________________________________________________________________
City, State and Zip Code
_____________________________________________________________________________________________
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT _____________________________________
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number
OR___________________________________
Employer Identification Number
PAYER'S REQUEST FOR PART 2 --
TAXPAYER IDENTIFICATION CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
NUMBER (TIN) (1) The number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me) and (2) I am not subject to backup withholding
either 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 failure to report all interest and dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding.
PART 3 --
Awaiting TIN [ ]
Exempt [ ]
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
under-reporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to backup withholding,
do not cross out item (2). If you are exempt from backup withholding, check the
applicable box in Part 3.
SIGNATURE______________________________________________ DATE_________________________
NAME (Please Print)____________________________________________________________________
ADDRESS (Number and street)____________________________________________________________
City, State and Zip Code_______________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
AND THE SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
APPLICABLE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) 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
payor by the time of payment, 31% of all reportable payments made to me will
be withheld until I provide a number and that, if I do not provide my
taxpayer identification number within 60 days, such retained amounts shall be
remitted to the IRS as backup withholding.
SIGNATURE________________________________________ DATE______________________
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Old Debentures. This Letter
of Transmittal is to be completed by Holders of tendered Old Debentures if
certificates representing such tendered Old Debentures are to be forwarded
herewith pursuant to the procedures set forth in the Offering Circular under
'The Exchange Offer -- Procedures for Tendering Old Debentures,' unless delivery
of such certificates is to be made by book-entry transfer to the Exchange
Agent's account maintained by DTC through ATOP. For a Holder to properly tender
Old Debentures pursuant to the Exchange Offer, a properly completed and duly
executed copy of this Letter of Transmittal, including the 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 (i)
certificates for tendered Old Debentures must be received by the Exchange Agent
at its address set forth herein, or (ii) such tendered Old Debentures must be
transferred pursuant to the procedures for book-entry transfer described in the
Offering Circular under the caption 'The Exchange Offer -- Procedures for
Tendering Old Debentures' (and a confirmation of such transfer must be received
by the Exchange Agent) in each case prior to Expiration Date. The method of
delivery of certificates for tendered Old Debentures, 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 certificates for Old Debentures
should be sent to the Company. Neither the Company nor the Exchange Agent is
under any obligation to notify any tendering holder of the Company's acceptance
of tendered Old Debentures prior to the closing of the Exchange Offer. New Notes
will be delivered only in book-entry form through DTC and only to the DTC
account of the tendering Holder or the tendering Holder's Custodian.
Accordingly, a Holder who tenders Old Debentures must specify in Box 5 the DTC
Participant name and number to which the New Notes should be delivered.
2. Guaranteed Delivery Procedures. If a Holder desires to tender Old
Debentures pursuant to the Exchange Offer and (a) certificates representing such
tendered Old Debentures are not immediately available, (b) time will not permit
such Holder('s) Letter of Transmittal, certificates representing such tendered
Old Debentures and all other required documents to reach the Exchange Agent
prior to the Expiration Date, or (c) the procedures for book-entry transfer
cannot be completed prior to the Expiration Date, such Holder may tender Old
Debentures pursuant to the procedures set forth below and in the Offering
Circular under 'The Exchange Offer -- Guaranteed Delivery Procedures' (including
the completion of Box 3 above). Pursuant to such procedures, (i) the tender must
be made by or through an Eligible Institution (as defined below), (ii) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Company herewith, or an Agent's
Message with respect to a guaranteed delivery that is accepted by the Company,
must be received by the Exchange Agent on or prior to the Expiration Date, and
(iii) the certificates for the tendered Old Debentures, in proper form for
transfer (or a Book-Entry Confirmation of the transfer of such tendered Old
Debentures to the Exchange Agent's account at DTC as described in the Offering
Circular), together with a Letter of Transmittal (or manually signed facsimile
thereof) properly completed and duly executed, with any required signature
guarantees and any other documents required by the Letter of Transmittal or a
properly transmitted Agent's Message, must be received by the Exchange Agent
within three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery. Any Holder who wishes to tender Old Debentures pursuant to
the guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery relating to such tendered Old
Debentures prior to 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 Holders. Only a Holder in whose name
Old Debentures are registered on the books of the registrar (or the legal
representative or attorney-in-fact of such
8
registered holder) or whose name appears on a DTC security position listing as a
holder of Old Debentures may execute and deliver this Letter of Transmittal. Any
Beneficial Owner of Old Debentures who is not the Holder must arrange promptly
with the Holder to execute and deliver this Letter of Transmittal on his or her
behalf.
4. Partial Tenders. Tenders of Old Debentures will be accepted only in
denominations of $1,000 or in integral multiples thereof. If less than the
entire principal amount of Old Debentures held by the Holder is tendered, the
Holder should fill in the principal amount tendered in the column labeled 'Total
Principal Amount of Old Debentures Tendered' of the box entitled 'Description of
Old Debentures Tendered' (see Box 1) above. The entire principal amount of Old
Debentures delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Old Debentures
held by the Holder is not tendered, then new certificates representing the Old
Debentures for the principal amount of Old Debentures not tendered will be sent
to the Holder at its registered address, unless a different address is provided
in Box 2 above entitled 'Special Delivery Instructions' 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
Holder(s) of the tendered Old Debentures, the signature must correspond with the
name(s) as written on the face of the tendered Old Debentures without
alteration, enlargement or any change whatsoever. If any of the tendered Old
Debentures are owned of record by two or more joint owners, all such owners must
sign this Letter of Transmittal. If any tendered Old Debentures 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 such tendered Old Debentures are held.
If this Letter of Transmittal is signed by the Holder(s) of Old Debentures,
and New Notes issued in exchange therefor are to be issued (and any untendered
principal amount of Old Debentures is to be reissued) in the name of the
Holder(s), then such Holder(s) need not and should not endorse any Old
Debentures, nor provide a separate bond power. In any other case, such Holder(s)
must either properly endorse the tendered Old Debentures 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 a Medallion
Signature Guarantor (as defined below).
If this Letter of Transmittal is signed by a person other than the
Holder(s) of any tendered Old Debentures, such tendered Old Debentures must be
endorsed or accompanied by appropriate bond powers, in each case, signed as the
name(s) of the Holder(s) appear(s) on the tendered Old Debentures, with the
signature(s) on the endorsement or bond power guaranteed by a Medallion
Signature Guarantor.
If this Letter of Transmittal or any tendered Old Debentures or bond powers
are signed by trustees, executors, administrators, guardians, attorney-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, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
Signatures on this Letter of Transmittal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
Program (each a 'Medallion Signature Guarantor'), unless the Old Debentures are
tendered (i) by the Holder of the Old Debentures (or by a participant in DTC
whose name appears on a security position listing as the owner of such Old
Debentures) who has not completed Box 2 ('Special Delivery Instructions') on
this Letter of Transmittal, or (ii) for the account of a member firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. ('NASD') or a commercial bank or trust company having
an office or correspondent in the United States (each of the foregoing being
referred to as an 'Eligible Institution'). If the tendered Old Debentures are
registered in the name of a person other than the signer of the Letter of
Transmittal or if Old Debentures not tendered are to be returned to a person
other than the Holder, then the signature on this Letter of Transmittal
accompanying the tendered Old Debentures must be guaranteed by a Medallion
Signature Guarantor as described above. Beneficial Owners
9
whose tendered Old Debentures are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if they desire to tender
such Old Debentures.
6. Special Delivery Instructions. Holders should indicate in Box 2
('Special Delivery Instructions') the name and address to which the New Notes
and/or substitute Old Debentures 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 Company will pay all transfer taxes, if any,
applicable to the exchange of Old Debentures pursuant to the Exchange Offer. If,
however, a transfer tax is imposed for any reason other than the transfer and
exchange of Old Debentures pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the Holder or on any other person)
will be payable by the 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 Holder.
It will not be necessary for transfer tax stamps to be affixed to the
tendered Old Debentures listed in this Letter of Transmittal.
8. Tax Identification Number. Federal income tax law requires that the
Holder(s) of any Old Debentures which are accepted for exchange must provide the
Exchange Agent (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 Exchange Agent 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 ('IRS'). (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 Old Debentures 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 IRS
that such Holder is subject to backup withholding as a result of failure to
report all interest or dividends or (ii) if previously so notified, the IRS has
notified the Holder that such Holder is no longer subject to backup withholding.
If the tendered Old Debentures 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 Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company'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 Old
Debentures will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the right to
reject any and all Old Debentures not validly tendered or any Old Debentures the
Company's acceptance of which would, in the opinion of the Company or its
counsel, be unlawful. The Company also reserves the right to waive any
conditions of the Exchange Offer or defects or irregularities in tenders of Old
Debentures as to any ineligibility of any Holder who seeks to tender Old
Debentures 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 Company shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Old Debentures must
be cured within such time as the Company shall determine. Neither the Company,
the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Old
Debentures, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Debentures will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any Old
Debentures 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
10
the Exchange Agent to the Holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
10. Waiver of Conditions. The Company reserves the absolute right to amend,
waive or modify any of the conditions in the Exchange Offer in the case of any
Old Debentures.
11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Old Debentures or transmittal of this Letter of Transmittal
will be accepted.
12. Mutilated, Lost, Stolen or Destroyed Debentures. Any Holder whose
tendered Old Debentures 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 Offering Circular or
this Letter of Transmittal may be directed to the Exchange Agent or the
Information Agent at the addresses and telephone numbers 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 Old Debentures and Issuance of New Notes; Return
of Old Debentures. Subject to the terms and conditions of the Exchange Offer,
the Company will accept for exchange all validly tendered Old Debentures as soon
as practicable after the Expiration Date and will issue New Notes therefor on
the fifth business day following the Expiration Date. For purposes of the
Exchange Offer, the Company shall be deemed to have accepted tendered Old
Debentures when, as and if the Company has given written or oral notice
(immediately followed in writing) thereof to the Exchange Agent. If any tendered
Old Debentures are not exchanged pursuant to the Exchange Offer for any reason,
such unexchanged Old Debentures will be returned, without expense, to the
undersigned at the address shown in Box 1 or at a different address as may be
indicated in Box 2 'Special Delivery Instructions'.
15. Withdrawal. Tenders may be withdrawn only pursuant to the procedures
set forth in the Offering Circular under the caption 'The Exchange
Offer -- Withdrawal Rights'.
11
Dates Referenced Herein and Documents Incorporated by Reference
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