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Exhibit 99.1
CONSENT AND LETTER OF TRANSMITTAL
ASAT (Finance) LLC
To Tender and to Give Consent in Respect of
12.5% Senior Notes due 2006,
which have been registered under the Securities Act of 1933, as amended,
for any and all Outstanding
12.5% Senior Notes due 2006,
Pursuant to the Prospectus, dated , 2000
THE REGISTERED EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00
P.M. NEW YORK CITY TIME, ON THE EARLIER OF , 2000 (UNLESS EXTENDED)
OR THE DATE ON WHICH 100% OF THE ORIGINAL NOTES ARE VALIDLY TENDERED AND NOT
WITHDRAWN (THE "EXPIRATION DATE"). TENDERED ORIGINAL NOTES MAY BE WITHDRAWN
AND CONSENTS MAY BE REVOKED AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE
OF THE REGISTERED EXCHANGE OFFER.
Deliver to: The Chase Manhattan Bank, Exchange Agent:
By Mail, by Overnight Courier or by Hand:
The Chase Manhattan Bank
55 Water Street
Rm. 234
New York, New York 10041
Attention: Carlos Esteves
By Facsimile:
(212) 638-0459
Confirmed by Telephone:
(212) 638-0828
Delivery of this Consent and Letter of Transmittal (the "Letter of
Transmittal") to an address other than as set forth above will not constitute
a valid delivery.
Please carefully read the instructions contained herein before completing
this Consent and Letter of Transmittal.
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The undersigned (the "Holder") acknowledges that he or she has received the
Prospectus, dated , 2000 (the "Prospectus"), of ASAT (Finance) LLC, a
Delaware limited liability company established under the laws of Delaware
(ASAT Finance) and ASAT Holdings Limited, a corporation organized under the
laws of the Cayman Islands ("ASAT Holdings"), and ASAT Limited, a company
established under the laws of Hong Kong and its subsidiaries, (collectively,
the "Guarantors") and this Consent and Letter of Transmittal, which may be
amended from time to time (this "Letter"), which together constitute ASAT
Finance's and its Guarantor's offer (the "Exchange Offer") to exchange an
aggregate principal amount of up to US$100,750,000 of 12.5% Guaranteed Notes
due 2006 of ASAT Finance (the "Exchange Notes") which have been registered
under the Securities Act of 1933 (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus constitutes a part, for a like
principal amount of the issued and outstanding 12.5% Notes due 2006 of ASAT
Finance of which US$100,750,000 aggregate principal amount is outstanding (the
"Original Notes").
For each Original Note accepted for exchange, the Holder of such Original
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Original Note. The Exchange Notes will bear interest from and
including the most recent date to which interest has been paid on the Original
Notes. Registered holders of Exchange Notes on the relevant record date for
the first interest payment date following the issuance of the Exchange Notes
will receive interest accruing from the most recent date to which interest has
been paid. Original Notes accepted for exchange will cease to accrue interest
from and after the date of consummation of the Exchange Offer. Holders of
Original Notes whose Original Notes are accepted for exchange will not receive
any payment in respect of interest on such Original Notes otherwise payable on
any interest payment date the record date for which occurs on or after
consummation of the Exchange Offer.
This Letter is to be used: (i) by all Holders who are not members of the
Automated Tender Offering Program ("ATOP") at the Depository Trust Company
("DTC"), (ii) by Holders who are ATOP members but choose not to use ATOP or
(iii) if the Original Securities are to be tendered in accordance with the
guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. See Instruction 2 hereto.
Delivery of this Letter to DTC does not constitute delivery to the Exchange
Agent.
Notwithstanding anything to the contrary in the registration rights
agreement, dated October 29, 1999, by and among ASAT Finance, ASAT Holdings,
ASAT Limited, ASAT Inc., ASAT Cayman, Timerson and Donaldson, Lufkin &
Jenrette Securities Corporation and Chase Securities Inc. (the "Initial
Purchasers") (the "registration rights agreement"), ASAT Finance will accept
for exchange any and all Original Notes validly tendered on or prior to 5:00
p.m., New York City time, on the earlier of , 2000 (unless the
Exchange Offer is extended by ASAT Finance) or the date on which 100% of the
Original Notes are validly tendered and not withdrawn (the "Expiration Date").
Tenders of Original Notes may be withdrawn at any time and consents may be
revoked prior to 5:00 p.m., New York City time, on the Expiration Date.
IMPORTANT: HOLDERS WHO WISH TO TENDER ORIGINAL NOTES IN THE REGISTERED
EXCHANGE OFFER MUST COMPLETE THIS LETTER OF TRANSMITTAL AND TENDER THE
ORIGINAL NOTES TO THE EXCHANGE AGENT AND NOT TO ASAT FINANCE OR ASAT HOLDINGS
OR ASAT LIMITED OR ASAT INC. OR TIMERSON OR ASAT CAYMAN.
The Exchange Offer is not conditioned upon any minimum principal amount of
Original Notes being tendered for exchange.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, Holders of Original Notes in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
The instructions included with this Letter of Transmittal must be followed
in their entirety. Questions and request for assistance or for additional
copies of the Prospectus or this Letter of Transmittal may be directed to the
Exchange Agent at the address listed above.
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APPROPRIATE SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to ASAT Finance the principal amount of
Original Notes indicated below under "Description of Original Notes," in
accordance with and upon the terms and subject to the conditions set forth in
the Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal, for the purpose of exchanging each $1,000 principal amount of
Original Notes designated herein held by the undersigned and tendered hereby
for $1,000 principal amount of the Exchange Notes. Exchange Notes will be
issued only in integral multiples of $1,000 to each tendering Holder of
Original Notes whose Original Notes are accepted in the Exchange Offer.
Holders may tender all or a portion of their Original Notes pursuant to the
Exchange Offer.
The undersigned hereby consents to the Proposed Amendment to the indenture
with respect to all such tendered Original Notes unless the box voting "No"
below has been checked.
[_] CHECK HERE IF THE UNDERSIGNED DOES NOT CONSENT TO THE PROPOSED AMENDMENT
The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the written consent (unless the
appropriate box above voting "No" has been checked), with respect to the
Proposed Amendment. The undersigned understands that the Consent provided
hereby shall remain in full force and effect until such Consent is revoked in
accordance with the procedures set forth in this Consent and Letter of
Transmittal, which procedures are hereby agreed to be applicable in lieu of
any and all other procedures for revocation. The undersigned understands that
a revocation of such Consent will not be effective after the Expiration Date.
ASAT Finance intends to execute the Proposed Amendment to the indenture
promptly following the Consent Solicitation Expiration Date at which time the
Proposed Amendment will become operative.
Subject to, and effective upon, the acceptance for exchange of the Original
Notes tendered herewith in accordance with the terms of the Exchange Offer,
the undersigned hereby sells, assigns and transfers to, or upon the order of,
ASAT Finance all right, title and interest in and to all such Original Notes
that are being tendered hereby and that are being accepted for exchange
pursuant to the Exchange Offer. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent as the true and lawful agent and attorney-in-
fact of the undersigned (with full knowledge that the Exchange Agent also acts
as the agent of ASAT Finance), with respect to the Original Notes tendered
hereby and accepted for exchange pursuant to the Exchange Offer with full
power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to deliver the Original Notes
tendered hereby to ASAT Finance (together with all accompanying evidences of
transfer and authenticity) for transfer or cancellation by ASAT Finance.
All authority conferred or agreed to be conferred in 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, legal
representatives, successors and assigns of the undersigned. Any tender of
Original Notes hereunder may be withdrawn only in accordance with the
procedures set forth in "The Exchange Offer--Withdrawal Rights" section of the
Prospectus and the instructions contained in this Letter of Transmittal. See
Instruction 4 hereto.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE HAS FULL POWER
AND AUTHORITY TO TENDER, EXCHANGE, ASSIGN AND TRANSFER THE ORIGINAL NOTES
TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, ASAT
FINANCE WILL ACQUIRE GOOD AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF
ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES AND NOT SUBJECT TO ANY
ADVERSE CLAIM. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY ASAT FINANCE TO BE NECESSARY OR DESIRABLE TO
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COMPLETE THE ASSIGNMENT AND TRANSFER OF THE ORIGINAL NOTES TENDERED. THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE REGISTERED EXCHANGE
OFFER.
BY TENDERING ORIGINAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF THE ISSUER, (II) ANY EXCHANGE NOTES TO BE RECEIVED BY THE
UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, (III)
THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO
PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT of
1993, AS AMENDED (THE "ACT")) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE
OFFER, AND (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED IS
NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE
MEANING OF THE ACT) OF SUCH EXCHANGE NOTES. BY TENDERING ORIGINAL NOTES
PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A
HOLDER OF ORIGINAL NOTES WHICH IS A BROKER-DEALER REPRESENTS AND AGREES,
CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE
DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO
THIRD PARTIES, THAT SUCH ORIGINAL NOTES WERE ACQUIRED BY SUCH BROKER-DEALER
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES AND IT WILL DELIVER A PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM
TIME TO TIME) MEETING THE REQUIREMENTS OF THE ACT IN CONNECTION WITH ANY
RESALE OF SUCH EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY
DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT
IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE ACT).
THE ISSUER HAS AGREED THAT THE PROSPECTUS, AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER
(AS DEFINED BELOW) IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED IN
EXCHANGE FOR ORIGINAL NOTES, WHERE SUCH ORIGINAL NOTES WERE ACQUIRED BY SUCH
PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING ON THE CLOSE OF
BUSINESS ONE YEAR AFTER THE EXPIRATION DATE OR, IF EARLIER, WHEN ALL SUCH
EXCHANGE NOTES HAVE BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER. IN
THAT REGARD, EACH BROKER-DEALER WHO ACQUIRED ORIGINAL NOTES FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH ORIGINAL NOTES AND EXECUTING
THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE
ISSUER OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES
ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE
IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND
THE SALE OF EXCHANGE NOTES PURSUANT TO THE PROSPECTUS UNTIL THE ISSUER HAS
AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR
OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO
THE PARTICIPATING BROKER-DEALER.
The undersigned will, upon request, execute and deliver any additional
documents deemed by ASAT Finance to be necessary or desirable to complete the
sale, assignment and transfer of the Original Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy
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and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus and the instructions
contained in this Letter of Transmittal. See Instruction 4 hereto.
The name(s) and address(es) of the registered Holder(s) should be printed
herein under "Description of Original Notes Tendered" (unless a label setting
forth such information appears thereunder), exactly as they appear on the
Original Notes tendered hereby). The certificate number(s) and the principal
amount of Original Notes to which this Letter relates, together with the
principal amount of such Original Notes that the undersigned wishes to tender,
should be indicated in the appropriate boxes herein under "Description of
Original Notes Tendered" (Box 1).
The undersigned agrees that acceptance of any tendered Original Notes by
ASAT Finance and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by ASAT Finance of its obligations under the
registration rights agreement and that, upon the issuance of the Exchange
Notes by ASAT Finance, ASAT Finance will have no further obligations or
liabilities thereunder.
The undersigned understands that the Exchange Notes issued in consideration
of Original Notes accepted for exchange, and/or any principal amount of
Original Notes not tendered or not accepted for exchange, will only be issued
in the name of the Holder(s) appearing herein under "Description of Original
Notes." Unless otherwise indicated under "Special Delivery Instructions,"
please mail the Exchange Notes issued in consideration of Original Notes
accepted for exchange, and/or any principal amount of Original Notes not
tendered or not accepted for exchange (and accompanying documents, as
appropriate), to the Holder(s) at the address(es) appearing herein under
"Description of Original Notes." In the event that the Special Delivery
Instructions are completed, please mail the Exchange Notes issued in
consideration of Original Notes accepted for exchange, and/or any Original
Notes for any principal amount not tendered or not accepted for exchange, in
the name of the Holder(s) appearing herein under "Description of Original
Notes," and send such Exchange Notes and/or Original Notes to, the address(es)
so indicated. Any transfer of Original Notes to a different holder must be
completed, according to the provisions on transfer of Original Notes contained
in the indenture.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES TENDERED" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED
THE ORIGINAL NOTES TENDERED AS SET FORTH IN SUCH BOX BELOW.
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INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Registered Exchange Offer
1. Guarantee of Signatures
No signature guarantee on this Letter of Transmittal is required if:
(i) the Original Notes tendered hereby are tendered by the Holder(s) of
the Original Notes, unless such Holder has completed the box entitled
"Special Delivery Instructions" on this Letter of Transmittal (Box 7), or
(ii) the Original Notes are tendered for the account of an Eligible
Institution.
In all other cases, signatures on this Letter of Transmittal or notice of
withdrawal, as the case may be, must be guaranteed by an institution which
falls within the definition of "eligible guarantor institution" contained in
Rule 17Ad-15 as promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended (hereafter, an "Eligible
Institution").
2. Delivery of this Letter of Transmittal and Original Notes; Guaranteed
Delivery
This Letter of Transmittal is to be used: (i) by all Holders who are not
ATOP members, (ii) by Holders who are ATOP members but choose not to use ATOP
or (iii) if the Original Notes are to be tendered in accordance with the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedures." To validly tender Original Notes, a
Holder must physically deliver a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) with any required signature guarantees
and all other required documents to the Exchange Agent at its address set
forth on the cover of this Letter of Transmittal prior to the Expiration Date
(as defined below) or the Holder must properly complete and duly execute an
ATOP ticket in accordance with DTC procedures. Otherwise, the Holder must
comply with the guaranteed delivery procedures set forth in the next
paragraph. Notwithstanding anything to the contrary in the registration rights
agreement, the term "Expiration Date" means 5:00 p.m., New York City time, on
the earlier of November , 2000 (or such later date to which ASAT Finance
may, in its sole discretion, extend the Exchange Offer) or the date on which
100% of the Original Notes are validly tendered and not withdrawn. If this
Registered Exchange Offer is extended, the term "Expiration Date" shall mean
the latest time and date to which the Exchange Offer is extended. ASAT Finance
expressly reserves the right, at any time or from time to time, to extend the
period of time during which the Exchange Offer is open by giving oral
(confirmed in writing) or written notice of such extension to the Exchange
Agent and by making a public announcement of such extension to the Exchange
Agent and by making a public announcement of such extension prior to 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.
LETTERS OF TRANSMITTAL SHOULD NOT BE SENT TO ASAT FINANCE, ASAT HOLDINGS,
ASAT LIMITED, ASAT INC., TIMERSON OR ASAT CAYMAN OR TO DTC
If a Holder of the Original Notes desires to tender such Original Notes and
time will not permit such Holder's required documents to reach the Exchange
Agent before the Expiration Date, a tender may be effected if (a) the tender
is made through an Eligible Institution, (b) on or prior to the Expiration
Date, the Exchange Agent receives from such Eligible Institution a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof) and
Notice of Guaranteed Delivery (by telegram, facsimile transmission, mail or
hand delivery) setting forth the name and address of the Holder of the
Original Notes and the principal amount of Original Notes tendered, stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange trading days after the Expiration Date, the documents
required by the Letter of Transmittal will be deposited by the Eligible
Institution with the Exchange Agent, and (c) all other documents required by
the Letter of Transmittal are received by the Exchange Agent within three New
York Stock Exchange trading days after the Expiration Date. See "The Exchange
Offer--Guaranteed Delivery Procedures" as set forth in the Prospectus and Box
3.
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Only a Holder of Original Notes may tender Original Notes in the Exchange
Offer. The term "Holder" as used herein with respect to the Original Notes
means any person in whose name Original Notes are registered on the books of
the Trustee. If the Letter of Transmittal or any Original Notes 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 ASAT Finance,
proper evidence satisfactory to ASAT Finance of their authority to so act must
be so submitted.
Any beneficial Holder whose Original Notes are registered in the name of his
broker, dealer, commercial bank, trust company or other nominee and who wishes
to validly surrender those Original Notes in the Exchange Offer should contact
such registered Holder promptly and instruct such registered Holder to tender
on his behalf. If such beneficial Holder wishes to tender on his own behalf,
such beneficial Holder must, prior to completing and executing the Letter of
Transmittal, make appropriate arrangements to register ownership of the
Original Notes in such beneficial holder 's name. It is the responsibility of
the beneficial holder to register ownership in his own name if he chooses to
do so. The transfer of record ownership may take considerable time.
The method of delivery of this Letter of Transmittal (or facsimile hereof)
and all other required documents is at the election and risk of the exchanging
Holder, but, except as otherwise provided below, the delivery will be deemed
made only when actually received or confirmed by the Exchange Agent. If sent
by mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to assure timely
delivery to the Exchange Agent before the Expiration Date. No Letters of
Transmittal or Original Notes should be sent to ASAT Finance, ASAT Holdings,
ASAT Limited, ASAT Inc., Timerson or ASAT Cayman.
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or facsimile
hereof), waive any right to receive notice of acceptance of their Original
Notes for exchange.
3. Inadequate Space
If the space provided herein is inadequate, the certificate numbers and
principal amount of the Original Notes to which this Letter of Transmittal
relates should be listed on a separate signed schedule attached hereto.
4. Withdrawal of Tender
Tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date.
To be effective, a written or facsimile transmission notice of withdrawal
must (i) be received by the Exchange Agent at the address set forth herein
prior to 5:00 p.m., New York City time, on the Expiration Date, (ii) specify
the name of the person having tendered the Original Notes to be withdrawn,
(iii) identify the Original Notes to be withdrawn and (iv) be (a) signed by
the Holder in the same manner as the original signature on the Letter of
Transmittal by which such Original Notes were tendered (including any required
signature guarantees) or (b) accompanied by evidence satisfactory to ASAT
Finance that the Holder withdrawing such tender has succeeded to beneficial
ownership of such Original Notes. If Original Notes have been tendered
pursuant to the ATOP procedure with DTC, any notice of withdrawal must
otherwise comply with the procedures of DTC. Original Notes properly withdrawn
will thereafter be deemed not validly tendered for purposes of the Exchange
Offer; provided, however, that withdrawn Original Notes may be retendered by
again following one of the procedures described herein at any time prior to
5:00 p.m., New York City time, on the Expiration Date. All questions as to the
validity, form and eligibility (including time of receipt) of notice of
withdrawal will be determined by ASAT Finance, whose determinations will be
final and binding on all parties. Neither ASAT Finance, ASAT Holdings, ASAT
Limited, ASAT Inc., ASAT Cayman, Timerson, the Exchange Agent, nor any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification. The Exchange Agent intends to use reasonable
efforts to give notification of such defects and irregularities.
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5. Partial Tenders; Pro Rata Effect
Tenders of the Original Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount evidenced by any Original
Notes is to be tendered, fill in the principal amount that is to be tendered
in the box entitled "Principal Amount Tendered" below. The entire principal
amount of all Original Notes delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
6. Signatures on this Letter of Transmittal; Bond Powers and Endorsements
If this Letter of Transmittal is signed by the registered Holder(s) of the
Original Notes tendered hereby, the signature must correspond with the name as
written on the face of the certificate representing such Original Notes
without alteration, enlargement or any change whatsoever.
If any of the Original Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any of the Original Notes tendered hereby are registered in different
names, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal and any necessary accompanying documents
as there are different registrations.
When this Letter of Transmittal is signed by the Holder(s) of Original Notes
listed and tendered hereby, no endorsements or separate bond powers are
required.
If this Letter of Transmittal is 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 ASAT Finance, proper evidence
satisfactory to ASAT Finance of their authority to so act must be submitted.
7. Special Delivery Instructions
Tendering Holders should indicate in Box 7 the name and address to which
Exchange Notes issued in consideration of Original Notes accepted for
exchange, or Original Notes for principal amounts not exchanged or not
tendered, are to be sent, if different from the name and address of the person
signing this Letter of Transmittal.
8. Transfer Taxes
ASAT Finance will pay all transfer taxes, if any, applicable to the exchange
of Original Notes pursuant to the Registered Exchange Offer. If, however,
Exchange Notes and/or substitute Original Notes for principal amounts not
exchanged are to be delivered to any person other than the Holder of the
Original Notes or if a transfer tax is imposed for any reason other than the
exchange of Original Notes pursuant to the Exchange Offer, the amount of any
such transfer taxes (whether imposed on the registered Holder or any other
persons) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted, the amount of
such transfer taxes will be billed directly to such tendering Holder.
9. Irregularities
All questions as to validity, form, eligibility (including time of receipt),
acceptance and withdrawal of tendered Original Notes will be resolved by ASAT
Finance, in its sole discretion, whose determination shall be final and
binding. ASAT Finance reserves the absolute right to reject any or all tenders
of any particular Original Notes that are not in proper form, or the
acceptance of which would, in the opinion of ASAT Finance or its counsel, be
unlawful. ASAT Finance also reserves the absolute right to waive any defect,
irregularity or condition of tender with regard to any particular Original
Notes. ASAT Finance, interpretation of the terms of, and conditions to, the
Exchange Offer (including the instructions herein) will be final and binding.
Unless waived, any defects or irregularities in connection with tenders must
be cured within such time as ASAT Finance shall
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determine. Neither ASAT Finance nor the Exchange Agent shall be under any duty
to give notification of defects in such tenders or shall incur any liability
for failure to give such notification. The Exchange Agent intends to use
reasonable efforts to give notification of such defects and irregularities.
Tenders of Original Notes will not be deemed to have been made until all
defects and irregularities have been cured or waived. Any Original Notes
received by the Exchange Agent that are not properly tendered and as to which
the irregularities have not been cured or waived will be returned by the
Exchange Agent to the tendering Holder, unless otherwise provided by this
Letter of Transmittal, as soon as practicable following the Expiration Date.
10. Interest on Exchanged Original Notes
Holders whose Original Notes are accepted for exchange will not receive
accrued interest thereon on the date of exchange. Instead, interest accruing
from last date on which interest was paid on the Original Notes through the
Expiration Date will be payable on the Exchange Notes on May 1, 2001, in
accordance with the terms of the Exchange Notes. See "The Exchange Offer--
Interest on the New Notes" and "Description of Notes" sections of the
Prospectus.
11. Mutilated, Lost, Stolen or Destroyed Certificates
Holders whose certificates for Original Notes have been mutilated, lost,
stolen or destroyed should contact the Exchange Agent at the address indicated
above for further instructions.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), TOGETHER WITH
ALL REQUIRED DOCUMENTS, OR A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED
BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
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IMPORTANT TAX INFORMATION
Under Federal income tax laws, a registered Holder of Original Notes or
Exchange Notes is required to provide the Trustee (as payer) with such
Holder's correct TIN on Substitute Form W-9 below (Box 8) or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his social security number. If the Trustee is not
provided with the correct TIN, a $50 penalty may be imposed by the Internal
Revenue Service, and payments made to such Holder with respect to Original
Notes or Exchange Notes may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Trustee a properly completed Internal Revenue Service Form W-8, signed
under penalties of perjury, attesting to that Holder's exempt status. A Form
W-8 can be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 31% of
any payments made to the Holder or other payee. Backup withholding is not an
additional Federal income 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.
Purpose of Substitute Form W-9
To prevent backup withholding on payments made with respect to Original
Notes or Exchange Notes the Holder is required to provide the Trustee with:
(i) the Holder 's correct TIN by completing the form below, certifying that
the TIN provided on Substitute Form W-9 is correct (or that such Holder is
awaiting a TIN) and that (A) such Holder is exempt from backup withholding,
(B) the Holder has not been notified by the Internal Revenue Service that the
Holder is subject to backup withholding as a result of failure to report all
interest or dividends or (C) the Internal Revenue Service has notified the
Holder that the Holder is no longer subject to backup withholding; and (ii) if
applicable, an adequate basis for exemption.
10
<PAGE>
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
THE BOXES BELOW AND FOLLOW THE INSTRUCTIONS CONTAINED IN THIS LETTER OF
TRANSMITTAL.
ALL TENDERING HOLDERS COMPLETE THIS BOX 1:
BOX 1
Description of Original Notes Tendered
(Attach additional signed pages, if necessary see Instruction 3)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
If blank,
please print
name(s) and
address(es) of
registered
holder(s),
exactly as
name(s)
appear(s) on Principal Amount of
Original Note Certificate Number(s) Principal Amount of Original Notes
Certificate(s): of Original Notes* Original Notes Tendered**
------------------------------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Principal Total Principal Amount
Amount: $ Tendered: $
------ -----------
------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by book-entry holders.
** Original Notes may be tendered in whole or in part in denominations of
$1,000 and integral multiples thereof. All Original Notes held shall be
deemed tendered unless a lesser number is specified in this column. See
Instruction 6.
BOX 2 BOX 3
Book-Entry Transfer Notice of Guaranteed Delivery
(To be completed by an Eligible (See Instruction 2)
Institutions only) (To be completed by an Eligible
Institution only)
-------------------------------------- --------------------------------------
[_] CHECK HERE IF TENDERED ORIGINAL [_] CHECK HERE AND ENCLOSE A
NOTES ARE BEING DELIVERED BY PHOTOCOPY OF THE NOTICE OF
BOOK-ENTRY TRANSFER MADE TO THE GUARANTEED DELIVERY IF TENDERED
ACCOUNT MAINTAINED BY THE ORIGINAL NOTES ARE BEING
EXCHANGE AGENT WITH DTC AND DELIVERED PURSUANT TO A NOTICE OF
COMPLETE THE FOLLOWING: GUARANTEED DELIVERY PREVIOUSLY
Name of Tendering SENT TO THE EXCHANGE AGENT AND
Institution: COMPLETE THE FOLLOWING:
--------------------
DTC Account Number: Name of Registered
--------------- Holder(s):
Transaction Code Number: ---------------------
-----------
Window Ticket Number
(if any):
----------------------
Date of Execution of Notice of
Guaranteed
Delivery:
----------------------
Name of Institution which
Guaranteed
Delivery:
----------------------
If Guaranteed Delivery is to be
made by Book-Entry
Transfer:
----------------------
Name of Tendering
Institution:
-------------------
DTC Account Number:
--------------
11
<PAGE>
BOX 4
Return of None-Exchanged Original Notes Tendered by Book-Entry Transfer
(To be completed by Eligible Institutions only)
--------------------------------------------------------------------------------
[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ORIGINAL
NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
ABOVE.
BOX 5
Participating Broker-Dealer
--------------------------------------------------------------------------------
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: _____________________________________________________________________
Address: __________________________________________________________________
__________________________________________________________________
12
<PAGE>
BOX 6
Tendering Holder Signature
--------------------------------------------------------------------------------
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1, 3 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 IN BOX 8 BELOW)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Original Notes hereby tendered or on a security
position listing, or by a person(s) authorized to become the registered
holder(s) by endorsements and documents transmitted herewith (including such
opinions of counsel, certifications and other information as may be required
by the Issuer, the Guarantor or the Trustee for the Original Notes to comply
with the restrictions on transfer applicable to the Original Notes). If
signature is by an attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or another acting in a fiduciary capacity
or representative capacity, please set forth the signer's full title. See
Instruction 6 below.
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Date:_____________, 1999
Name(s): ____________________________________________________________________
(PLEASE PRINT)
Address: ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: _____________________________________________
_____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
_____________________________________________________________________________
GUARANTEE OF SIGNATURE(S)
(See Instruction 1)
Authorized Signature: _______________________________________________________
Name: _______________________________________________________________________
(PLEASE PRINT)
Date:_____________, 1999
Capacity or Title: __________________________________________________________
Name of Firm: _______________________________________________________________
Address: ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: _____________________________________________
13
<PAGE>
BOX 7
Special Delivery Instructions
(See Instructions 1 and 7)
--------------------------------------------------------------------------------
To be completed ONLY if the Exchange Notes are to be sent to someone other
than the registered holder of the Original Notes whose name(s) appear(s)
above, or to such registered holder(s) at an address other than that shown
above.
Mail Notes to:
Name: _______________________________________________________________________
(PLEASE PRINT)
Address: ____________________________________________________________________
(INCLUDE ZIP CODE)
_____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
14
<PAGE>
BOX 8
Substitute Form W-9
--------------------------------------------------------------------------------
To be Completed by All Tendering Securityholders
Sign this Substitute Form W-9 in Addition to the Signature(s) Required in Box 6
PAYER'S NAME: THE CHASE MANHATTAN BANK
--------------------------------------------------------------------------------
SUBSTITUTE FORM W-9
Part 1--Please provide your TIN TIN:
Department of the Treasury (either your social security ---------
Internal Revenue Service number or employer identification
number) in the box to the right
and certify by signing and dating
below.
Payer's Request for Taxpayer
Identification Number (TIN)
and Certification
Part 2--Awaiting TIN [_]
SIGN THIS FORM and THE CERTIFICATION
OF AWAITING TAXPAYER IDENTIFICATION
NUMBER BELOW.
Part 3--Exempt [_]
See enclosed Guidelines for additional information
and SIGN THIS FORM.
--------------------------------------------------------------------------------
CERTIFICATION--Under penalty 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 (i) I am exempt from
backup withholding, or (ii) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (iii) the
IRS has notified me that I am no longer subject to backup withholding.
(3) Any other information provided on this form is true and correct.
CERTIFICATION INSTRUCTION--You must cross out item (iii) in Part (2) above
if you have been notified by the IRS that you are subject to backup
withholding because of underreporting interest or dividends on your tax
return and you are no longer subject to backup withholding.
SIGNATURE: _____________________________________ Date: _____________________
15
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 2 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 payments made to me on account of the Exchange
Notes shall be retained until I provide a taxpayer identification number to
the Exchange Agent and that, if I do not provide my taxpayer identification
number within 60 days, such retained amounts shall be remitted to the
Internal Revenue Service as backup withholding and 31% of all reportable
payments made to me thereafter will be withheld and remitted to the Internal
Revenue Service until I provide a taxpayer identification number.
SIGNATURE: _____________________________________ Date: _____________________
--------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER FOR ADDITIONAL INFORMATION.
16
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
--------------------------------------- ---------------------------------------
<TABLE>
<CAPTION>
Give the
For this type of account: SOCIAL SECURITY
number of:
------------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, any one of
the
individuals(1)
3. Husband and wife (joint The actual owner
account) of the account
or, if joint
funds, either
person
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only contributor,
the minor(1)
6. Account in the name of The ward, minor,
guardian or committee for or incompetent
a designated ward, minor, person(3)
or incompetent person
7. a.The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also trustee)
b.So-called trust account The actual
that is not a legal or owner(1)
valid trust under state law
8. Sole proprietorship The owner(4)
account
</TABLE>
<TABLE>
<CAPTION>
Give the EMPLOYER
For this type of account: IDENTIFICATION
number of:
----------------------------------------------------------------
<S> <C> <C>
9. A valid trust, estate, or The legal entity
pension trust (Do not furnish
the identifying
number of the
personal
representative or
trustee unless
the legal entity
itself is not
designated in the
account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held The partnership
in the name of the business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or
nominee nominee
15. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school,
district, or prison) that
receives agricultural
program payments
-------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note:If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
1
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER . Payments of tax-exempt interest
If you don't have a taxpayer (including exempt-interest
identification number or you don't dividends under section 852 of the
know your number, obtain Form SS-5, Code).
Application for a Social Security . Payments described in section
Number Card, or Form SS-4, Application 6049(b)(5) to nonresident aliens.
for Employer Identification Number, at . Payments on tax-free covenant
the local office of the Social bonds under section 1451 of the
Security Administration or the Code.
Internal Revenue Service and apply for . Payments made by certain foreign
a number. organizations.
. Payments made to a nominee.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from
backup withholding on ALL payments EXEMPT PAYEES DESCRIBED ABOVE MUST
include the following: STILL COMPLETE THE SUBSTITUTE FORM W-9
. A corporation. ENCLOSED HEREWITH TO AVOID POSSIBLE
. A financial institution. ERRONEOUS BACKUP WITHHOLDING. FILE
. An organization exempt from tax SUBSTITUTE FORM W-9 WITH THE PAYER,
under section 501(a) of the REMEMBERING TO CERTIFY YOUR TAXPAYER
Internal Revenue Code of 1986, as IDENTIFICATION NUMBER ON PART III OF
amended (the "Code"), or an THE FORM, WRITE "EXEMPT" ON THE FACE
individual retirement plan. OF THE FORM AND SIGN AND DATE THE FORM
. The United States or any agency or AND RETURN IT TO THE PAYER.
instrumentality thereof.
. A State, the District of Columbia,
a possession of the United States, Payments that are not subject to
or any subdivision or information reporting are also not
instrumentality thereof. subject to backup withholding. For
. A foreign government, a political details, see sections 6041, 6041A(a),
subdivision of a foreign 6042, 6044, 6045, 6049, 6050A, and
government, or any agency or 6050N of the Code and their
instrumentality thereof. regulations.
. An international organization or
any agency or instrumentality PRIVACY ACT NOTICE.--Section 6109
thereof. requires most recipients of dividend,
. A registered dealer in securities interest, or other payments to give
or commodities registered in the taxpayer identification numbers to
United States or a possession of payers who must report the payments to
the United States. IRS. The IRS uses the numbers for
. A real estate investment trust. identification purposes and to help
. A common trust fund operated by a verify the accuracy of your tax
bank under section 584(a) of the return. Payers must be given the
Code. numbers whether or not recipients are
. An exempt charitable remainder required to file a tax return. Payers
trust, or a non-exempt trust must generally withhold 31% of taxable
described in section 4947(a)(1) of interest, dividends, and certain other
the Code. payments to a payee who does not
. An entity registered at all times furnish a taxpayer identification
under the Investment Company Act number to a payer. Certain penalties
of 1940. may also apply.
. A foreign central bank of issue.
Payments of dividends and patronage PENALTIES
dividends not generally subject to (1) PENALTY FOR FAILURE TO FURNISH
backup withholding include the TAXPAYER IDENTIFICATION NUMBER.--If
following: you fail to furnish your taxpayer
. Payments to nonresident aliens identification number to a payer, you
subject to withholding under are subject to a penalty of $50 for
section 1441 of the Code. each such failure unless your failure
. Payments to partnerships not is due to reasonable cause and not to
engaged in a trade or business in willful neglect.
the United States and which have
at least one nonresident partner. (2) CIVIL PENALTY FOR FALSE
. Payments of patronage dividends INFORMATION WITH RESPECT TO
where the amount received is not WITHHOLDING.--If you make a false
paid in money. statement with no reasonable basis
. Payments made by certain foreign which results in no imposition of
organizations. backup withholding, you are subject to
. Payments made to a nominee. a penalty of $500.
Payments of interest not generally
subject to backup withholding (3) CRIMINAL PENALTY FOR FALSIFYING
include the following: INFORMATION.--Falsifying
. Payments of interest on certifications or affirmations may
obligations issued by individuals. subject you to criminal penalties
Note: You may be subject to backup including fines and/or imprisonment.
withholding if this interest is $600
or more and is paid in the course of FOR ADDITIONAL INFORMATION CONTACT
the payer's trade or business and YOUR TAX CONSULTANT OR THE INTERNAL
you have not provided your correct REVENUE SERVICE.
taxpayer identification number to
the payer.
