Exhibit 99.6
ANNEX D
-------
LETTER OF TRANSMITTAL
To Tender and Give Consent in Respect of
11% Senior Subordinated Notes due 2007 (the "Notes")
of Glenoit Corporation
Pursuant to the Offer to Purchase and Consent Solicitation Statement
dated July 6, 2000
--------------------------------------------------------------------------------
THIS OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST
3, 2000, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE
"EXPIRATION DATE"). NOTEHOLDERS MUST TENDER THEIR NOTES ON OR PRIOR TO THE
EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER CONSIDERATION.
GLENOIT WILL NOT COMPLETE THE TENDER OFFER UNLESS THE HOLDERS OF NOTES
REPRESENTING 99% OF THE PRINCIPAL AMOUNT OUTSTANDING HAVE TENDERED THEIR NOTES
AND CONSENTED TO THE PROPOSED AMENDMENTS TO THE INDENTURE (THE "MINIMUM TENDER
CONDITION"). THE MINIMUM TENDER CONDITION MAY BE REDUCED IN CERTAIN
CIRCUMSTANCES DESCRIBED IN THE OFFER TO PURCHASE AND CONSENT SOLICITATION
STATEMENT THAT ACCOMPANIES THIS LETTER OF TRANSMITTAL (THE "STATEMENT").
A NOTEHOLDER'S ELECTION TO ACCEPT THE TENDER OFFER ALSO CONSTITUTES
THEIR CONSENT TO THE PROPOSED AMENDMENTS TO THE INDENTURE. TENDERED NOTES MAY
NOT BE WITHDRAWN EXCEPT UNDER THE VERY LIMITED CIRCUMSTANCES DESCRIBED IN THE
STATEMENT.
--------------------------------------------------------------------------------
The Depositary for the Tender Offer is:
United States Trust Company of New York
<TABLE>
<CAPTION>
By Mail (Whether Certified or Registered): By Overnight Courier:
<S> <C>
United States Trust Company of New York United States Trust Company of New York
P.O. Box 84 30 Broad Street
Bowling Green Station 14th Floor
New York, New York 10274-0084 New York, New York 10004-2304
Attention: Corporate Trust Services Attention: Corporate Trust Services
</TABLE>
By Facsimile Transmission:
(212) 422-0183 or (646) 458-8104
(For Eligible Institutions Only)
To Confirm Facsimile by Telephone: (800) 548-6565
For Information Call: (800) 548-6565
Delivery of this Letter of Transmittal to an address other than as set
forth above, or transmission of instructions via a facsimile number other than
as listed above, will not constitute a valid delivery.
<PAGE>
As set forth in the accompanying Offer to Purchase and Consent
Solicitation Statement (as it may be supplemented from time, the "Statement") of
Glenoit Corporation, a Delaware corporation ("Glenoit" or the "Company") this
Letter of Transmittal (the "Letter of Transmittal" and, together with the
Statement, the "Tender Offer") must be used to tender Notes in response to the
Company's offer to purchase for cash any and all of the Notes at a price equal
to 17% of the principal amount of the Notes, or $170 per $1,000 of principal
(the "Tender Offer Consideration"), if (i) certificates representing Notes are
to be physically delivered to the Depositary herewith by such Noteholders; (ii)
tender of Notes is to be made by book-entry transfer to the Depositary's account
at The Depository Trust Company ("DTC") pursuant to the procedures set forth
under the caption "Procedures for Tendering Your Notes and Delivering Your
Consents--Book-Entry Transfers" in the Statement; or (iii) tender of Notes is to
be made according to the guaranteed delivery procedures set forth under the
caption "Procedures for Tendering Your Notes and Delivering Your
Consents--Guaranteed Delivery Procedures" in the Statement; and such Noteholders
desire to consent to the Proposed Amendments (as such term is defined in the
Statement) to the Indenture under which the Notes were issued (the "Indenture"),
and, in each case, instructions are not being transmitted through the DTC
Automated Tender Offer Program ("ATOP").
Noteholders that are tendering by book-entry transfer to the
Depositary's account at DTC can execute the tender through ATOP for which the
transaction will be eligible. DTC participants that are accepting the Tender
Offer must transmit their acceptance to DTC, which will verify the acceptance
and execute a book-entry delivery to the Depositary's account at DTC. DTC will
then send an Agent's Message to the Company for its acceptance. Delivery of the
Agent's Message by DTC will satisfy the terms of the Tender Offer as to
execution and delivery of a Letter of Transmittal by the participant identified
in the Agent's Message. DTC participants may also accept the Tender Offer by
submitting a notice of guaranteed delivery through ATOP.
Delivery of documents to DTC does not constitute delivery to the
Depositary.
If a Noteholder desires to consent to the Proposed Amendments to the
Indenture and tender their Notes pursuant to the Tender Offer but time will not
permit this Letter of Transmittal, certificates representing such Notes, and all
other required documents to reach the Depositary, or the procedures for
book-entry transfer cannot be completed, on or prior to the Expiration Date,
then such Noteholder must tender such Notes according to the guaranteed delivery
procedures set forth under the caption "Procedures for Tendering Your Notes and
Delivering Your Consents--Guaranteed Delivery Procedures" in the Statement. See
Instruction 2.
Noteholders who desire to tender their Notes pursuant to the Tender
Offer and receive the Tender Offer Consideration are required to consent to the
Proposed Amendments. The completion, execution and delivery of this Letter of
Transmittal constitutes a consent to the Proposed Amendments. Noteholders may
not deliver consents to the Proposed Amendments without tendering their Notes.
The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Tender Offer.
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Statement.
-2-
<PAGE>
--------------------------------------------------------------------------------
TENDER OF NOTES
--------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE
THE FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER NOTES BY BOOK-ENTRY
TRANSFER);
Name of Tendering Institution:__________________________________________________
Account Number:_________________________________________________________________
Transaction Code Number:________________________________________________________
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Noteholder(s):____________________________________________
Window Ticket Number (if any):__________________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________________
Name of Eligible Institution that Guaranteed Delivery:__________________________
--------------------------------------------------------------------------------
List below the Notes to which this Letter of Transmittal relates. If
the space provided is inadequate, list the certificate numbers and principal
amounts on a separately executed schedule and affix the schedule to this Letter
of Transmittal. Tenders of Notes will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof.
Photocopies of this Letter of Transmittal may be used if multiples are
required.
-3-
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES TENDERED
------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Noteholder(s) Principal Amount
or Name of DTC Participant and Participant's DTC Aggregate Principal Tendered and as to
Account Number in which Notes are Held (Please fill Certificate Amount Represented which Consents are
in if blank) Number(s) * Given **
------------------------------------------------------ --------------------- --------------------- ---------------------
<S> <C> <C> <C>
------------------------------------------------------ --------------------- --------------------- ---------------------
------------------------------------------------------ --------------------- --------------------- ---------------------
------------------------------------------------------ --------------------- --------------------- ---------------------
------------------------------------------------------ --------------------- --------------------- ---------------------
------------------------------------------------------ --------------------- --------------------- ---------------------
------------------------------------------------------ --------------------- --------------------- ---------------------
------------------------------------------------------ --------------------- --------------------- ---------------------
Total Principal
Amount of Notes
------------------------------------------------------ --------------------- --------------------- ---------------------
* Need not be completed by Noteholder(s) tendering by book-entry transfer.
** Unless otherwise specified, any tendering Noteholder(s) will be deemed to
have tendered, and delivered consents with respect to, the entire aggregate
principal represented by the Notes described in this column. See
Instruction 4. Tendering Noteholder(s) is/are required to consent to the
Proposed Amendments with respect to all Notes tendered by such
Noteholder(s).
------------------------------------------------------------------------------------------------------------------------
</TABLE>
The name(s) and address(es) of the registered Noteholder(s) should be
printed, if not already printed above, exactly as they appear on the Notes
tendered hereby. The Notes and the principal amount of Notes that the
undersigned wishes to tender should be indicated in the appropriate boxes.
-4-
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Glenoit Corporation, a Delaware
corporation ("Glenoit" or the "Company"), upon the terms and subject to the
conditions set forth in its Offer to Purchase and Consent Solicitation
Statement, dated July 6, 2000 (as it may be supplemented from time to time, the
"Statement"), receipt of which is hereby acknowledged, and in accordance with
this Letter of Transmittal (which, together with the Statement, constitutes the
"Tender Offer"), the principal amount of Notes indicated in the table above
entitled "Description of Notes Tendered" under the column heading "Principal
Amount Tendered and as to which Consents are Given" and consents to the Proposed
Amendments with respect to the aggregate principal amount of such Notes. The
undersigned understands that tenders of Notes may not be withdrawn except under
the very limited circumstances described in the Statement.
The undersigned agrees and acknowledges that, by the execution and
delivery hereof, the undersigned makes and provides the written consent to the
Proposed Amendments with respect to the principal amount of Notes indicated in
the table above entitled "Description of Notes Tendered" under the column
heading "Principal Amount Tendered and as to which Consents are Given" (or, if
nothing is indicated therein, with respect to the principal amount of Notes with
respect to which the undersigned's consent is deemed given in connection with a
tender of Notes) as permitted by the Indenture. A Noteholder may revoke a
consent only upon the valid withdrawal of such Noteholder's related tendered
Notes. The undersigned understands that the elimination and modification
effected by the Supplemental Indenture of the covenants set forth in the
Indenture will not become operative unless and until the Company accepts Notes
for purchase pursuant to the Tender Offer. The Company's obligation to accept
for payment, and to pay for, Notes validly tendered pursuant to the Tender Offer
is conditioned upon, among other things, satisfaction of the Minimum Tender
Condition with respect to the Notes.
Subject to, and effective upon, the acceptance for purchase of, and
payment for, the principal amount of Notes tendered herewith in accordance with
the terms and subject to the conditions of the Tender Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company, all
right, title and interest in and to all of the Notes tendered hereby and also
consents to the Proposed Amendments. The undersigned hereby irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the Depositary
also acts as the agent of the Company) with respect to such Notes, with full
powers of substitution and revocation (such power of attorney being deemed to be
an irrevocable power coupled with an interest) to (i) present such Notes and all
evidences of transfer and authenticity to, or transfer ownership of, such Notes
on the account books maintained by DTC to, or upon the order of, the Company,
(ii) present such Notes for transfer of ownership on the books of the Company,
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Notes, and (iv) deliver to the Company and the Depositary this
Letter of Transmittal as evidence of the undersigned's consent to the Proposed
Amendments, all in accordance with the terms and conditions of the Tender Offer
as described in the Statement.
If the undersigned is not the registered Noteholder listed in the box
above labeled "Description of Notes Tendered" under the column heading
"Principal Amount Tendered and as to which Consents are Given" or such
Noteholder's legal representative or attorney-in-fact, then, in order to validly
consent, the undersigned will have to obtain a properly completed irrevocable
proxy that authorizes the undersigned (or the undersigned's legal representative
or attorney-in-fact) to deliver consents in respect of such Notes on behalf of
the Noteholder thereof, and such proxy will be delivered with this Letter of
Transmittal.
In the event of a termination of the Tender Offer, the Notes tendered
pursuant to the Tender Offer will be returned to the tendering Noteholders
promptly (or, in the case of Notes tendered by book-entry transfer, such Notes
will be credited to the account maintained at DTC from which such Notes were
delivered). If the Company makes a material change in the terms of the Tender
Offer or the information concerning the Tender Offer which would
-5-
<PAGE>
entitle tendering Noteholders to withdraw their tenders, the Company will
disseminate additional Tender Offer materials and extend such Tender Offer to
the extent required by law.
The undersigned understands that tenders of Notes pursuant to any of
the procedures described in the Statement and in the instructions hereto and
acceptance of such Notes by the Company will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Tender Offer. For purposes of the Tender Offer, the
undersigned understands that validly tendered Notes (or defectively tendered
Notes with respect to which the Company has, or has caused to be, waived such
defect), and the associated consents to the Proposed Amendments, will be deemed
to have been accepted by the Company if, as and when the Company gives oral or
written notice thereof to the Depositary.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Notes tendered
hereby and to give the consent contained herein, and that when such tendered
Notes are accepted for purchase and payment by the Company, the Company will
acquire good title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim or right. The undersigned
will, upon request, execute and deliver any additional documents deemed by the
Depositary or the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Notes tendered hereby, to perfect the
undersigned's consent to the Proposed Amendments or to complete the execution of
the Supplemental Indenture.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, trustees in bankruptcy,
personal and legal representatives, successors and assigns of the undersigned.
The undersigned understands that the delivery and surrender of any
Notes is not effective, and the risk of loss of the Notes does not pass to the
Depositary, until receipt by the Depositary of this Letter of Transmittal (or a
manually signed facsimile hereof), properly completed and duly executed,
together with all accompanying evidences of authority and any other required
documents in form satisfactory to the Company. All questions as to the form of
all documents and the validity (including time of receipt) and acceptance of
tenders and withdrawals of Notes and deliveries of related consents will be
determined by the Company, in its sole discretion, which determination shall be
final and binding.
Unless otherwise indicated herein under "A. Special Issuance/Delivery
Instructions," the undersigned hereby request(s) that any Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of, and delivered to, the undersigned (and in the case of Notes tendered
by book-entry transfer, by credit to the account of DTC). Unless otherwise
indicated herein under "B. Special Issuance/Delivery Instructions," the
undersigned hereby request(s) that any checks for payments of the Tender Offer
Consideration to be made in connection with the Tender Offer be issued to the
order of, and delivered to, the undersigned.
In the event that the "A. Special Issuance/Delivery Instructions" box
is completed, the undersigned hereby request(s) that any Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of, and be delivered to, the person(s) at the address(es) therein
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "A. Special Issuance/Delivery Instructions" box to transfer any
Notes from the names of the registered Noteholder(s) thereof if the Company does
not accept for purchase any of the principal amount of such Notes so tendered.
In the event that the "B. Special Issuance/Delivery Instructions" box
is completed, the undersigned hereby request(s) that checks for payment of the
Tender Offer Consideration to be made in connection with the Tender Offer be
issued in the name(s) of, and be delivered to, the person(s) at the address(es)
therein indicated.
-6-
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------ ----------------------------------------------------
A. SPECIAL ISSUANCE/DELIVERY INSTRUCTIONS B. SPECIAL ISSUANCE/DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
<S> <C>
To be completed ONLY if Notes in a principal amount To be completed ONLY if Tender Offer Consideration
not tendered are to be issued in the name of someone checks are to be sent to someone other than the
other than the person(s) whose signature(s) person(s) whose signature(s) appear(s) within this
appear(s) within this Letter of Transmittal or to be Letter of Transmittal or to an address different
issued to an address different from that shown in from that shown in the box entitled "Description
the box entitled "Description of Notes Tendered" of Notes Tendered" within this Letter of
within this Letter of Transmittal. Transmittal.
Name:_______________________________________
(Please Print) Name:_______________________________________
(Please Print)
Address:____________________________________
(Please print) Address:____________________________________
(Please print)
____________________________________________ ____________________________________________
____________________________________________ ____________________________________________
(Zip Code) (Zip Code)
(Taxpayer Identification (Taxpayer Identification
or Social Security Number) or Social Security Number)
(See Substitute Form W-9 below) (See Substitute Form W-9 below)
------------------------------------------------------ ----------------------------------------------------
</TABLE>
-7-
<PAGE>
PLEASE SIGN HERE
(To be completed by all tendering and consenting Noteholders
regardless of whether Notes are being physically delivered herewith)
By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby consents to the Proposed Amendments with respect to the
principal amount of the Notes listed in the box above labeled "Description of
Notes Tendered" under the column headings "Principal Amount Tendered and as to
which Consents are Given."
This Letter of Transmittal must be signed by the registered
Noteholder(s) exactly as the name(s) of such Noteholder(s) appear(s) on
certificate(s) for Note(s) or, if tendered by a participant in DTC, exactly as
such participant's name appears on a security position listing as owner of
Notes, or by person(s) authorized to become registered Noteholder(s) by
endorsements and documents transmitted herewith. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 5.
________________________________________________________________________________
________________________________________________________________________________
Signature(s) of Registered Noteholder(s) or Authorized Signatory
(See guarantee requirement below)
Dated____________________________________________________________________ , 2000
Name(s)_________________________________________________________________________
________________________________________________________________________________
(Please print)
Capacity________________________________________________________________________
Address_________________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number__________________________________________________
Tax Identification or Social Security No._______________________________________
(Complete Accompanying Substitute Form W-9)
Medallion Signature Guarantee
(If Required - See Instructions 1 and 5)
Authorized Signature____________________________________________________________
Name of Firm____________________________________________________________________
[place seal here]
-8-
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Tender Offer
1. Signature Guarantees. Signatures on this Letter of Transmittal must
be guaranteed by a Medallion Signature Guarantor, unless the Notes tendered
hereby are tendered by a registered Noteholder (or by a participant in DTC whose
name appears on a security position listing as the owner of such Notes) that has
not completed any of the boxes entitled "Special Issuance/Delivery Instructions"
on this Letter of Transmittal. If the Notes are registered in the name of a
person other than the signer of this Letter of Transmittal or if Notes not
accepted for payment or not tendered are to be returned to a person other than
the registered Noteholder, then the signatures on this Letter of Transmittal
accompanying the tendered Notes must be guaranteed by a Medallion Signature
Guarantor as described above. See Instruction 5.
2. Delivery of Letter of Transmittal and Notes. This Letter of
Transmittal is to be completed by Noteholders if (i) certificates representing
Notes are to be physically delivered to the Depositary herewith by such
Noteholders; (ii) tender of Notes is to be made by book-entry transfer to the
Depositary's account at DTC pursuant to the procedures set forth under the
caption "Procedures for Tendering Your Notes and Delivering Your
Consents--Book-Entry Transfers" in the Statement; or (iii) tender of Notes is to
be made according to the guaranteed delivery procedures set forth under the
caption "Procedures for Tendering Your Notes and Delivering Your
Consents--Guaranteed Delivery Procedures" in the Statement; and such Noteholders
desire to consent to the Proposed Amendments, and, in each case instructions are
not being transmitted through ATOP. All physically delivered Notes, or a
confirmation of a book-entry transfer into the Depositary's account at DTC of
all Notes delivered electronically, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) and any
other documents required by this Letter of Transmittal, must be received by the
Depositary at its address set forth herein on or prior to the Expiration Date,
or the tendering Noteholder must comply with the guaranteed delivery procedures
set forth below. Delivery of documents to DTC does not constitute delivery to
the Depositary.
If a Noteholder desires to consent to the Proposed Amendments relating
to the Notes and the tender of the Notes pursuant to the Tender Offer and time
will not permit this Letter of Transmittal, certificates representing such Notes
and all other required documents to reach the Depositary, or the procedures for
book-entry transfer cannot be completed, on or prior to the Expiration Date,
then such Noteholder must tender such Notes pursuant to the guaranteed delivery
procedures set forth under the caption "Procedures for Tendering Your Notes and
Delivering Your Consents - Guaranteed Delivery Procedures" in the Statement.
Pursuant to such procedures (i) such tender must be made by or through an
Eligible Institution, (ii) the Depositary must receive from the Eligible
Institution a properly completed Notice of Guaranteed Delivery (by telegram,
telex, facsimile transmission, mail or hand delivery), substantially in the form
provided by the Company, which sets forth the name and address of the Noteholder
and the amount of the Notes tendered, prior to the Expiration Date, and (iii)
the Depositary must receive a Letter of Transmittal (or manually signed
facsimile thereof), properly completed and validly executed with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message, together with certificates for all Notes in proper form for transfer
(or a book-entry confirmation with respect to all tendered Notes), and any other
required documents within three New York Stock Exchange, Inc. trading days after
the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Notes and all
other required documents, including delivery through DTC and any acceptance or
Agent's Message delivered through ATOP, is at the option and risk of the
tendering Noteholder. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. In all cases, sufficient
time should be allowed for such documents to reach the Depositary. Except as
otherwise provided in this Instruction 2, delivery will be deemed made only when
actually received by the Depositary.
No alternative, conditional or contingent tenders will be accepted. All
tendering Noteholders, by execution of this Letter of Transmittal (or a
facsimile thereof), waive any right to receive any notice of the acceptance of
their Notes for payment.
-9-
<PAGE>
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the principal amount represented by Notes should be
listed on a separate signed schedule attached hereto.
4. Partial Tenders. (Not applicable to Noteholders who tender by
book-entry transfer.) Consents and tenders of Notes will be accepted only in
integral multiples of $1,000. If Noteholders wish to tender and consent with
respect to less than the entire principal amount evidenced by any Notes
submitted, such Noteholders must fill-in the principal amount that is to be
tendered in the column entitled "Principal Amount Tendered and as to which
Consents are Given." In the case of a partial tender of Notes, as soon as
practicable after the Expiration Date, new certificates for the remainder of the
Notes that were evidenced by such Noteholder's old certificates will be sent to
such Noteholder, unless otherwise provided in the appropriate box of this Letter
of Transmittal. The entire principal amount that is represented by Notes
delivered to the Depositary will be deemed to have been tendered, and the
tendering Noteholder will be deemed to have consented to the Proposed Amendments
with respect to the entire principal amount of such Notes, unless otherwise
indicated.
5. Signatures on Letter of Transmittal, Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered
Noteholders of the Notes tendered hereby, the signatures must correspond with
the name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever. If this Letter of Transmittal is signed by
a participant in DTC whose name is shown as the owner of the Notes tendered
hereby, the signature must correspond with the name shown on the security
position listing as the owner of the Notes.
If any of the Notes tendered hereby are registered in the name of two
or more Noteholders, all such Noteholders must sign this Letter of Transmittal.
If any of the Notes tendered hereby are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any Notes or instrument of transfer is
signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of such person's authority to so act must be
submitted.
When this Letter of Transmittal is signed by the registered Noteholders
of the Notes listed and transmitted hereby, no endorsements of Notes or separate
instruments of transfer are required unless payment is to be made, or Notes not
tendered or purchased are to be issued, to a person other than the registered
Noteholders, in which case signatures on such Notes or instruments of transfer
must be guaranteed by a recognized member of the Medallion Signature Guarantee
Program.
If this Letter of Transmittal is signed other than by the registered
Noteholders listed, the Notes must be endorsed or accompanied by appropriate
instruments of transfer, in either case signed exactly as the name or names of
the registered Noteholders appear on the Notes and signatures on such Notes or
instruments of transfer are required and must be guaranteed by a Medallion
Signature Guarantor, unless the signature is that of an Eligible Institution.
6. Special Issuance and Delivery Instructions. If a check and/or
certificates for unpurchased or untendered Notes are to be issued in the name of
a person other than the signer of this Letter of Transmittal, or if a check is
to be sent and/or such Notes are to be returned to someone other than the signer
of this Letter of Transmittal or to an address other than that shown above, the
appropriate "Special Issuance/Delivery Instructions" boxes on this Letter of
Transmittal should be completed. All Notes tendered by book-entry transfer and
not accepted for payment will be returned by crediting the account at DTC
designated above as the account for which such Notes were delivered.
7. Transfer Taxes. Except as set forth in this Instruction 7, the
Company will pay or cause to be paid any transfer taxes with respect to the
transfer and sale of Notes to it, or to its order, pursuant to the Tender Offer.
If
-10-
<PAGE>
payment of the Tender Offer Consideration is to be made to, or if Notes not
tendered or purchased are to be registered in the name of, any persons other
than the registered owners, or if tendered Notes are registered in the name of
any persons other than the persons signing this Letter of Transmittal, the
amount of any transfer taxes (whether imposed on the registered Noteholder or
such other person) payable on account of the transfer to such other person shall
be deducted from the Tender Offer Consideration unless satisfactory evidence of
the payment of such taxes or exemption therefrom is submitted.
8. Waiver of Conditions. The conditions of the Tender Offer may be
amended or waived by the Company, in whole or in part, at any time and from time
to time in the Company's sole discretion, in the case of any Notes tendered or
consents delivered.
9. Substitute Form W-9. Each tendering Noteholder (or other payee) is
required to provide the Depositary with a correct taxpayer identification number
("TIN"), generally the Noteholder's Social Security or federal employer
identification number, and with certain other information, on Substitute Form
W-9, which is provided under "Important Tax Information" below, and to certify
that the Noteholder (or other payee) is not subject to backup withholding.
Failure to provide the information on the Substitute Form W-9 may subject the
tendering Noteholder (or other payee) to a $50 penalty imposed by the Internal
Revenue Service and 31% federal income tax backup withholding on the payment of
the Tender Offer Consideration. The box in Part 3 of the Substitute Form W-9 may
be checked if the tendering Noteholder (or other payee) has not been issued a
TIN and has applied for a TIN or intends to apply for a TIN in the near future.
If the box in Part 3 is checked and the Depositary is not provided with a TIN by
the time of payment, the Depositary will withhold 31% on all such payments of
the Tender Offer Consideration until a TIN is provided to the Depositary.
10. Requests for Assistance or Additional Copies. Any questions or
requests for assistance or additional copies of the Statement, this Letter of
Transmittal or the Notice of Guaranteed Delivery, may be directed to the
Information Agent at the telephone number and location listed below. A
Noteholder may also contact such Noteholder's broker, dealer, commercial bank or
trust company or nominee for assistance concerning the Tender Offer.
IMPORTANT: This Letter of Transmittal (or a facsimile hereof), together
with Notes and all other required documents or the Notice of Guaranteed
Delivery, must be received by the Depositary on or prior to the Expiration Date
in order to receive the Tender Offer Consideration.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Noteholder whose tendered Notes are
accepted for payment or exchange is required to provide the Depositary with such
Noteholder's current TIN on Substitute Form W-9 below. If such Noteholder is an
individual, the TIN is his or her Social Security number. If the Depositary is
not provided with the correct TIN, the Noteholder or other payee may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, any
Tender Offer Consideration paid to such Noteholder or other payee with respect
to Notes pursuant to the Tender Offer may be subject to 31% backup withholding
tax.
Certain Noteholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that Noteholder must submit to the Depositary a properly
completed Internal Revenue Service Form W-8 (a "Form W-8"), signed under
penalties of perjury, attesting to that individual's exempt status. A Form W-8
can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any Tender Offer Consideration paid to the Noteholder or other payee.
Backup withholding is not an additional tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.
-11-
<PAGE>
Purpose of Substitute Form W-9
To prevent backup withholding on any Tender Offer Consideration paid to
a Noteholder or other payee with respect to Notes purchased pursuant to the
Tender Offer, the Noteholder is required to notify the Depositary of the
Noteholder's current TIN (or the TIN of any other payee) by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such Noteholder is awaiting a TIN), and that (i) the Noteholder has not
been notified by the Internal Revenue Service that the Noteholder 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 Noteholder that the
Noteholder is no longer subject to backup withholding.
What Number to Give the Depositary
The Noteholder is required to give the Depositary the TIN (e.g., Social
Security number or Employer Identification Number) of the record owner of the
Notes. If the Notes are registered in more than one name or are not registered
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9, for
additional guidance on which number to report.
-12-
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: __________________________________
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE Part 1 PLEASE PROVIDE YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. -----------------------------
Form W-9 Social Security Number
or
Department of the Treasury ------------------------------
Employer Identification Number
---------------------------------------------------- -------------------------------------
Internal Revenue Service Part 2 - Certification - Under penalties of perjury, I certify that:
(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 because: (a) I am exempt from backup
Payer's Request for withholding, or (b) I have not been notified by the Internal Revenue Service (the
Taxpayer Identification "IRS") that I am subject to backup withholding as a result of a failure to report
Number ("TIN") all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Certification Instructions - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of under reporting interest or dividends on your tax return.
---------------------------------------------------- -------------------------------------
Part 3 -
Signature_______________________________
Awaiting TIN [ ]
Date____________________________________
------------------------------ ---------------------------------------------------- -------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a Taxpayer Identification Number by the time of payment, 31%
of all reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number within
sixty (60) days.
Signature________________________________________ Date__________________, 2000
-13-
<PAGE>
The Information Agent is:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
Telephone: (212) 843-8500 or (800) 755-5001
The Depositary for the Tender Offer is:
United States Trust Company of New York
<TABLE>
<CAPTION>
By Mail (Whether Certified or Registered): By Overnight Courier:
<S> <C>
United States Trust Company of New York United States Trust Company of New York
P.O. Box 84 30 Broad Street
Bowling Green Station 14th Floor
New York, New York 10274-0084 New York, New York 10004-2304
Attention: Corporate Trust Services Attention: Corporate Trust Services
</TABLE>
By Facsimile Transmission:
(212) 422-0183 or (646) 458-8104
(For Eligible Institutions Only)
To Confirm Facsimile by Telephone:
(800) 548-6565
For Information Call:
(800) 548-6565
-14-
