<PAGE>
EXHIBIT 99.1
LETTER OF TRANSMITTAL
Tyco International Group S.A.
Tyco International Ltd.
OFFER TO EXCHANGE
6 1/8% NOTES DUE 2007
FOR
6 1/8% NOTES DUE 2007
PURSUANT TO THE PROSPECTUS DATED . , 2000
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON . ,
2000, UNLESS THE EXCHANGE OFFER IS EXTENDED.
The Exchange Agent for the Exchange Offer is:
The Bank of New York
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<S> <C> <C>
BY REGISTERED OR FACSIMILE TRANSACTIONS: BY HAND OR
CERTIFIED MAIL: (Eligible Institutions Only) OVERNIGHT DELIVERY:
The Bank of New York (212) 815-6331 The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 TO CONFIRM BY TELEPHONE Corporate Trust Services Window
Attn: Kin Lau OR FOR INFORMATION CALL: Ground Level
Reorganization Department (212) 815-3750 New York, New York 10286
Attn: Kin Lau
Reorganization Department
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received the prospectus,
dated . , 2000 (the "Prospectus"), of Tyco International Group S.A., a
Luxembourg company (the "Company"), and Tyco International Ltd., a Bermuda
company ("Tyco"), and this Letter of Transmittal and the instructions hereto
(the "Letter of Transmittal"), which together constitute the Company's offer
(the "Exchange Offer") to exchange (Euro)1,000 principal amount of its 6 1/8%
Notes due 2007 (the "Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus is a part, for each (Euro)1,000
principal amount of its outstanding restricted 6 1/8% Notes due 2007 (the
"Restricted Notes"), of which (Euro)26,885,000 aggregate principal amount is
outstanding, upon the terms and subject to the conditions set forth in the
Prospectus. The term "Expiration Date" shall mean 5:00 p.m. New York City time
on . , 2000, unless the Company, in its sole discretion, extends the Exchange
Offer, in which case the term shall mean the latest date and time to which the
Exchange Offer is extended by the Company. Capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
This Letter of Transmittal is to be used if (1) certificates representing
Restricted Notes are to be physically delivered to the Exchange Agent by
Holders (as defined below), (2) the Restricted Notes are to be tendered by
book-entry transfer pursuant to the procedures set forth in the Prospectus
under "The Exchange Offer--Book-Entry Transfer" or (3) if tender of the
Restricted Notes is to be made by Holders according to the guaranteed delivery
procedures set forth in the Prospectus under "Exchange Offer--Guaranteed
Delivery Procedures." Delivery of this Letter of Transmittal and any other
required documents must be made to the Exchange Agent.
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DELIVERY OF DOCUMENTS TO EUROCLEAR, CLEARSTREAM, LUXEMBOURG OR DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name Restricted
Notes are registered on the books of the Company or any other person who has
obtained a properly completed bond power from the registered holder.
Any Holder of Restricted Notes who wishes to tender his, her or its
Restricted Notes must, prior to the Expiration Date, either: (a) complete, sign
and deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange
Agent, in person or to the address or facsimile number set forth above and
tender (and not withdraw) his, her or its Restricted Notes or, (b) if a tender
of Restricted Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at Euroclear, Clearstream, Luxembourg, or DTC,
confirm such book-entry transfer, including the delivery of an Agent's Message
(a "Book-Entry Confirmation"), in each case in accordance with the procedures
for tendering described in the Instructions to this Letter of Transmittal.
Holders of Restricted Notes whose certificates are not immediately available or
who are unable to deliver their certificates or Book-Entry Confirmation and all
other documents required by this Letter of Transmittal to be delivered to the
Exchange Agent on or prior to the Expiration Date, must tender their Restricted
Notes according to the guaranteed delivery procedures set forth under the
caption "Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.
(See Instruction 2.)
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the Restricted Notes validly tendered and not
withdrawn and the issuance of the Exchange Notes will be made promptly
following the Expiration Date. For the purposes of the Exchange Offer, the
Company shall be deemed to have accepted for exchange validly tendered
Restricted Notes when, as and if the Company has given written notice thereof
to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION
12.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR RESTRICTED
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH
ALL OF ITS TERMS.
List below the Restricted Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the Certificate Numbers and
Principal Amounts should be listed on a separate signed schedule, attached
hereto. The minimum permitted tender is (Euro)1,000 in principal amount of the
Restricted Notes. All other tenders must be in integral multiples of
(Euro)1,000.
DESCRIPTION OF RESTRICTED NOTES
-------------------------
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1 2 3
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Principal
Aggregate Amount of
Principal Restricted
Name(s) and Address(es) of Registered Certificate Amount of Notes
Holder(s): (Please Fill In, If Blank) Number(s) Notes Tendered/1/ *
--------------------------------------------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
Total
</TABLE>
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*Need not be completed by Holders who wish to tender all Restricted Notes
listed.
2
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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY if Restricted To be completed ONLY if Restricted
Notes in a principal amount not Notes in a principal amount not
tendered, or Exchange Notes issued tendered, or Exchange Notes issued
in exchange for Restricted Notes in exchange for Restricted Notes
accepted for exchange, are to be accepted for exchange, are to be
issued in the name of someone other delivered to someone other than the
than the undersigned. undersigned.
Issue Exchange Note(s) to: Deliver Exchange Note(s) to:
Name(s): ___________________________ Name(s): ___________________________
Address: ___________________________ Address: ___________________________
(Include Zip Code) (Include Zip Code)
------------------------------------ ------------------------------------
(Tax Identification or Social (Tax Identification or Social
Security Number(s)) Security Number(s))
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH
THE CERTIFICATE(S) FOR RESTRICTED NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A
CONFIRMATION OF BOOK-ENTRY TRANSFER AND AGENT'S MESSAGE OF SUCH RESTRICTED
NOTES MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. IF
GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
HOLDERS WHOSE RESTRICTED NOTES ARE NOT IMMEDIATELY AVAILABLE OR WHO CANNOT
DELIVER THEIR RESTRICTED NOTES AND ALL OTHER DOCUMENTS REQUIRED HEREBY TO THE
EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE MAY TENDER THEIR RESTRICTED
NOTES ACCORDING TO THE GUARANTEED DELIVERY PROCEDURES SET FORTH IN THE
PROSPECTUS UNDER THE CAPTION "EXCHANGE OFFER--GUARANTEED DELIVERY PROCEDURES."
(SEE INSTRUCTION 2.)
[_]CHECK HERE IF RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
NAME(S) OF TENDERING HOLDER(S)
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY
NAME OF INSTITUTION WHICH GUARANTEES DELIVERY
TRANSACTION CODE NUMBER
[_]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:
3
<PAGE>
If the undersigned is not a broker-dealer, the undersigned represents that
(1) it is acquiring the Exchange Notes in the ordinary course of its business,
(2) it has no arrangements or understanding with any person, nor does it intend
to engage in, a distribution (as that term is interpreted by the SEC) of
Exchange Notes and (3) it is not an affiliate (as that term is interpreted by
the SEC) of the Company. If the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Restricted Notes
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection
with any resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ ACCOMPANYING INSTRUCTIONS
CAREFULLY.
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Tyco International Group S.A. (the "Company") the principal
amount of Restricted Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of Restricted Notes tendered hereby in accordance with the terms of the
Exchange Offer described in the prospectus, this Letter of Transmittal and the
accompanying Instructions, or upon the order of the Company, the undersigned
sells, assigns and transfers to the Company all right, title and interest in
and to the Restricted Notes tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent also acts as the agent of the
Company and as Trustee and Registrar under the Indenture for the Restricted
Notes and the Exchange Notes) with respect to the tendered Restricted Notes
with full power of substitution (such power of attorney being deemed an
irrevocable power coupled with an interest), subject only to the right of
withdrawal described in the Prospectus, to (1) deliver certificates for such
Restricted Notes to the Company or transfer ownership of such Restricted Notes
on the account books maintained by Euroclear, Clearstream, Luxembourg, or DTC,
together, in either such case, with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (2) present such
Restricted Notes for transfer on the books of the Company and receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Restricted Notes, all in accordance with the terms of the Exchange Offer.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretative advice given by the staff of the SEC to third
parties in connection with transactions similar to the Exchange Offer, so that
the Exchange Notes issued pursuant to the Exchange Offer in exchange for the
Restricted Notes may be offered for resale, resold and otherwise transferred by
holders thereof (other than a broker-dealer who purchased such Restricted Notes
directly from the Company for resale pursuant to Rule 144A, Regulation S or any
other available exemption under the Securities Act or a person that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Exchange Notes are
acquired by non-affiliates of the Company in the ordinary course of such
holders' business and such holders are not participating, do not intend to
participate and have no arrangement or understanding with any person to
participate, in the distribution of such Exchange Notes.
The undersigned agrees that acceptance of any tendered Restricted Notes by
the Company and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Exchange Offer and Registration Rights Agreement and that, upon the issuance of
the Exchange Notes, the Company will have no further obligations or liabilities
thereunder (except in certain limited circumstances).
The undersigned represents and warrants that (1) the Exchange Notes acquired
pursuant to the Exchange Offer are being acquired in the ordinary course of
business of the person receiving Exchange Notes (which shall be the undersigned
unless otherwise indicated in the box entitled "Special Delivery Instructions"
above) (the "Recipient"), (2) neither the undersigned nor the Recipient (if
different) is engaged in, intends to engage in or has any arrangement or
understanding with any person to participate in the distribution (as that term
is interpreted by the SEC) of such Exchange Notes, and (3) neither the
undersigned nor the Recipient (if different) is an "affiliate" of the Company
as defined in Rule 405 under the Securities Act.
4
<PAGE>
If the undersigned is a broker-dealer, the undersigned further (1)
represents that it acquired Restricted Notes for the undersigned's own account
as a result of market-making activities or other trading activities, (2)
represents that it has not entered into any arrangement or understanding with
the Company or any "affiliate" of the Company (within the meaning of Rule 405
under the Securities Act) to distribute the Exchange Notes to be received in
the Exchange Offer and (3) acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act (for which purposes, the
delivery of the Prospectus, as the same may be hereafter supplemented or
amended, shall be sufficient) in connection with any resale of Exchange Notes
received in the Exchange Offer. Such a broker-dealer will not be deemed, solely
by reason of such acknowledgment and prospectus delivery, to admit that it is
an "underwriter" within the meaning of the Securities Act.
The undersigned understands and agrees that the Company reserves the right
not to accept tendered Restricted Notes from any tendering holder if the
Company determines, in its sole and absolute discretion, that such acceptance
could result in a violation of applicable securities laws.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the Restricted
Notes tendered hereby and to acquire Exchange Notes issuable upon the exchange
of such tendered Restricted Notes, and that, when the same are accepted for
exchange, the Company 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 also warrants that it will, upon request,
execute and deliver any additional documents deemed to be necessary or
desirable by the Exchange Agent or the Company in order to complete the
exchange, assignment and transfer of tendered Restricted Notes or transfer of
ownership of such Restricted Notes on the account books maintained by a book-
entry transfer facility.
The undersigned understands and acknowledges that the Company reserves the
right in its sole discretion to purchase or make offers for any Restricted
Notes that remain outstanding subsequent to the Expiration Date or, as set
forth in the Prospectus under the caption "Exchange Offer--Procedures for
Tendering," to terminate the Exchange Offer and, to the extent permitted by
applicable law, purchase Restricted Notes in the open market, in privately
negotiated transactions or otherwise. The terms of any such purchases or offers
could differ from the terms of the Exchange Offer.
The undersigned understands that the Company may accept the undersigned's
tender by delivering written notice of acceptance to the Exchange Agent, at
which time the undersigned's right to withdraw such tender will terminate. For
purposes of the Exchange Offer, the Company shall be deemed to have accepted
validly tendered Restricted Notes when, as and if the Company has given oral
(which shall be confirmed in writing) or written notice thereof to the Exchange
Agent.
The undersigned understands that the first interest payment following the
Expiration Date will include unpaid interest on the Restricted Notes accrued
through the date of issuance of the Exchange Notes.
The undersigned understands that tenders of Restricted Notes pursuant to the
procedures described under the caption "Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned, the Company and the Exchange Agent
in accordance with the terms and subject to the conditions of the Exchange
Offer.
If any tendered Restricted Notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted
Restricted Notes will be returned, at the Company's cost and expense, to the
undersigned at the address shown below or at a different address as may be
indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding on the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only in
accordance with the procedures set forth in the prospectus and in this Letter
of Transmittal.
By acceptance of the Exchange Offer, each broker-dealer that receives
Exchange Notes pursuant to the Exchange Offer hereby acknowledges and agrees
that upon the receipt of notice by the Company of the happening of any event
that
5
<PAGE>
makes any statement in the Prospectus untrue in any material respect or that
requires the making of any changes in the Prospectus in order to make the
statements therein not misleading (which notice the Company agrees to deliver
promptly to such broker-dealer), such broker-dealer will suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission and has furnished copies of the amended
or supplemented prospectus to such broker-dealer.
Unless otherwise indicated under "Special Registration Instructions," please
issue the certificates representing the Exchange Notes issued in exchange for
the Restricted Notes accepted for exchange and return any certificates for
Restricted Notes not tendered or not exchanged, in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the Exchange Notes
issued in exchange for the Restricted Notes accepted for exchange and any
certificates for Restricted Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special
Registration Instructions" and "Special Delivery Instructions" are completed,
please issue the certificates representing the Exchange Notes issued in
exchange for the Restricted Notes accepted for exchange in the name(s) of, and
return any certificates for Restricted Notes not tendered or not exchanged to,
the person(s) so indicated. The undersigned understands that the Company has no
obligations pursuant to the "Special Registration Instructions" or "Special
Delivery Instructions" to transfer any Restricted Notes from the name of the
registered Holder(s) thereof if the Company does not accept for exchange any of
the Restricted Notes so tendered.
Holders who wish to tender the Restricted Notes and (1) whose Restricted
Notes are not immediately available or (2) who cannot deliver their Restricted
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, may tender their Restricted Notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "Exchange Offer--Guaranteed Delivery Procedures."
(See Instruction 2.)
---------------
PLEASE SIGN HERE WHETHER OR NOT TENDER IS TO BE MADE PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES
6
<PAGE>
This Letter of Transmittal must be signed by the registered holder(s) as
its (their) name(s) appear on the Restricted Notes, or by person(s)
authorized to become registered holder(s) by a properly completed bond power
from the registered holder(s), a copy of which must be transmitted with this
Letter of Transmittal. If the Restricted Notes to which this Letter of
Transmittal relate are held of record by two or more joint holders, then all
such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must (1) set forth his or her full title below and (2)
unless waived by the Company, submit evidence satisfactory to the Company of
such person's authority so to act. (See Instruction 4.)
--------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Date: _________ , 2000
Name(s) ______________________________
(PLEASE PRINT)
Capacity (full title) ________________________________________________________
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 _________________________________________________________
Date: _________ , 2000
Name of Firm _________________________________________________________________
Capacity (full title) ________________________________________________________
Address ______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _______________________________________________
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need
not be guaranteed if (a) this Letter of Transmittal is signed by the registered
holder(s) of the Restricted Notes tendered herewith and such holder(s) have not
completed the box set forth herein entitled "Special Registration Instructions"
or the box entitled "Special Delivery Instructions" or (b) such Restricted
Notes are tendered for the account of a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office or correspondent in the
United States (each, an "Eligible Institution"). (See Instruction 6.)
Otherwise, all signatures on this Letter of Transmittal or a notice of
withdrawal, as the case may be, must be guaranteed by an Eligible Institution.
All signatures on bond powers and endorsements on certificates must also be
guaranteed by an Eligible Institution.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND RESTRICTED NOTES. Certificates
for all physically delivered Restricted Notes or confirmation of any book-entry
transfer to the Exchange Agent at Euroclear, Clearstream, Luxembourg, or DTC,
of Restricted Notes tendered by book-entry transfer, as well as, in the case of
physical delivery of Restricted Notes, a properly completed and duly executed
copy of this Letter of Transmittal or facsimile hereof and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein prior to 5:00 p.m. New York City time on the
Expiration Date. The method of delivery of the tendered Restricted Notes, this
Letter of Transmittal and all other required documents, or book-entry transfer
and transmission of an Agent's Message by a Euroclear, Clearstream, Luxembourg,
or DTC participant, to the Exchange Agent is at the election and risk of the
Holder and the delivery will be deemed made only when actually received by the
Exchange Agent. If Restricted Notes are sent by mail, registered mail with
return receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to ensure timely delivery. No Letter of
Transmittal or Restricted Notes should be sent to the Company, Euroclear,
Clearstream, Luxembourg, or DTC.
The Exchange Agent will make a request to establish an account with respect
to the Restricted Notes at Euroclear, at Clearstream, Luxembourg, or at DTC for
purposes of the Exchange Offer promptly after receipt of this Prospectus, and
any financial institution that is a participant in Euroclear Clearstream,
Luxembourg, or DTC may make book-entry delivery of Restricted Notes by causing
Euroclear, Clearstream, Luxembourg, or DTC, as the case may be, to transfer
such Restricted Notes into the Exchange Agent's account at Euroclear or
Clearstream, Luxembourg, or DTC, as the case may be, in accordance with the
relevant entity's procedures for transfer. However, although delivery of
Restricted Notes may be effected through book-entry transfer at Euroclear,
Clearstream, Luxembourg, or DTC, an Agent's Message (as defined in the next
paragraph) in connection with a book-entry transfer and any other required
documents, must, in any case, be transmitted to and received by the Exchange
Agent at the address specified on the cover page of the Letter of Transmittal
on or prior to the Expiration Date or the guaranteed delivery procedures
described below must be complied with.
A Holder may tender Restricted Notes that are held through DTC by
transmitting its acceptance through DTC's Automatic Tender Offer Program, for
which the transaction will be eligible, and DTC will then edit and verify the
acceptance and send an Agent's Message to the Exchange Agent for its
acceptance. The term "Agent's Message" means a message transmitted by DTC to,
and received by, the Exchange Agent and forming part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgment from
each participant in DTC tendering the Restricted Notes and that such
participant has received the Letter of Transmittal and agrees to be bound by
the terms of the Letter of Transmittal and the Company may enforce such
agreement against such participant. Delivery of an Agent's Message will also
constitute an acknowledgment from the tendering DTC participant that the
representations and warranties set forth on page 4 of this Letter of
Transmittal are true and correct.
Holders of Restricted Notes held through Euroclear or Clearstream,
Luxembourg, are required to use book-entry transfer pursuant to the standard
operating procedures of Euroclear or Clearstream, Luxembourg, as the case may
be, to accept the Exchange Offer and to tender their Restricted Notes. A
computer-generated message must be transmitted to Euroclear or Clearstream,
Luxembourg, as the case may be, in lieu of a Letter of Transmittal, in order to
tender the Restricted Notes in the Exchange Offer.
Holders who wish to tender their Restricted Notes and (1) whose Restricted
Notes are not immediately available, or (2) who cannot deliver their Restricted
Notes, this Letter of Transmittal or any other documents required hereby to the
8
<PAGE>
Exchange Agent prior to the Expiration Date or comply with book-entry transfer
procedures on a timely basis must tender their Restricted Notes according to
the guaranteed delivery procedures set forth in the Prospectus. See "Exchange
Offer--Guaranteed Delivery Procedures." Pursuant to such procedure: (1) such
tender must be made by or through an Eligible Institution; (2) prior to the
Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile transmission, overnight courier, mail or hand delivery)
setting forth the name and address of the Holder of the Restricted Notes, the
certificate number or numbers of such Restricted Notes and the principal amount
of Restricted 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, this Letter of Transmittal (or facsimile hereof) or any
Agent's Message together with the certificate(s) representing the Restricted
Notes or book-entry transfer, as the case may be, and any other required
documents will be deposited by the Eligible Institution with the Exchange
Agent; and (3) such properly completed and executed Letter of Transmittal (or
facsimile hereof), as well as all other documents required by this Letter of
Transmittal and the certificate(s) representing all tendered Restricted Notes
in proper form for transfer (or a confirmation of book-entry transfer of such
Restricted Notes into the Exchange Agent's account at Euroclear, Clearstream,
Luxembourg, or DTC), must be received by the Exchange Agent within three New
York Stock Exchange trading days after the Expiration Date, all in the manner
provided in the Prospectus under the caption "Exchange Offer--Guaranteed
Delivery Procedures." Any Holder who wishes to tender his, her or its
Restricted Notes pursuant to the guaranteed delivery procedures described above
must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
prior to the Expiration Date. Upon request to the Exchange Agent, a Notice of
Guaranteed Delivery will be sent to Holders who wish to tender their Restricted
Notes according to the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Restricted Notes, and withdrawal of tendered
Restricted Notes will be determined by the Company in its sole discretion,
which determination will be final and binding. All tendering holders, by
execution of this Letter of Transmittal (or facsimile thereof), shall waive any
right to receive notice of the acceptance of the Restricted Notes for exchange.
The Company reserves the absolute right to reject any and all Restricted Notes
not properly tendered or any Restricted Notes the Company's acceptance of which
would, in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to
particular Restricted Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) shall be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Restricted Notes must
be cured within such time as the Company shall determine. Neither the Company,
the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Restricted
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Restricted Notes will not be deemed to have been made
until such defects or irregularities have been cured to the Company's
satisfaction or waived. Any Restricted Notes received by the Exchange Agent
that are not properly tendered and as to which the defects or irregularities
have not been cured or waived will be returned by the Exchange Agent to the
tendering Holders pursuant to the Company's determination, unless otherwise
provided in this Letter of Transmittal as soon as practicable following the
Expiration Date.
3. INADEQUATE SPACE. If the space provided is inadequate, the certificate
numbers and/or the number of Restricted Notes should be listed on a separate
signed schedule attached hereto.
4. TENDER BY HOLDER. Only a registered Holder of Restricted Notes or a
Euroclear, Clearstream, Luxembourg, or DTC participant listed on a securities
position listing furnished by Euroclear, Clearstream, Luxembourg, or DTC with
respect to the Restricted Notes may tender its Restricted Notes in the Exchange
Offer. Any beneficial owner of Restricted Notes who is not the registered
Holder and is not a Euroclear, Clearstream, Luxembourg, or DTC participant and
who wishes to tender should arrange with such registered holder to execute and
deliver this Letter of Transmittal on such beneficial owner's behalf or must,
prior to completing and executing this Letter of Transmittal and delivering
his, her or its Restricted Notes, either make appropriate arrangements to
register ownership of the Restricted Notes in such beneficial owner's name or
obtain a properly completed bond power from the registered holder or properly
endorsed certificates representing such Restricted Notes.
5. PARTIAL TENDERS; WITHDRAWALS. Tenders of Restricted Notes will be
accepted only in integral multiples of (Euro)1,000. If less than the entire
principal amount of any Restricted Notes is tendered, the tendering Holder
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<PAGE>
should fill in the principal amount tendered in the third column of the box
entitled "Description of Restricted Notes" above. The entire principal amount
of any Restricted Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated. If the entire principal amount of all
Restricted Notes is not tendered, then Restricted Notes for the principal
amount of Restricted Notes not tendered and a certificate or certification
representing Exchange Notes issued in exchange for any Restricted Notes
accepted will be sent to the Holder at his, her or its registered address,
unless a different address is provided in the "Special Delivery Instructions"
box above on this Letter of Transmittal or unless tender is made through
Euroclear, Clearstream, Luxembourg, or DTC promptly after the Restricted Notes
are accepted for exchange.
Except as otherwise provided herein, tenders of Restricted Notes may be
withdrawn at any time prior to the Expiration Date. To withdraw a tender of
Restricted Notes in the Exchange Offer, a written or facsimile transmission
notice of withdrawal must be received by the Exchange Agent at its address set
forth herein prior to the Expiration Date. Any such notice of withdrawal must
(1) specify the name of the person having deposited the Restricted Notes to be
withdrawn (the "Depositor"), (2) identify the Restricted Notes to be withdrawn
(including the certificate number or numbers and principal amount of such
Restricted Notes, or, in the case of Restricted Notes transferred by book-entry
transfer the name and number of the account at Euroclear, Clearstream,
Luxembourg, or DTC to be credited), (3) be signed by the Depositor in the same
manner as the original signature on the Letter of Transmittal by which such
Restricted Notes were tendered (including any required signature guarantees) or
be accompanied by documents of transfer sufficient to have the Registrar with
respect to the Restricted Notes register the transfer of such Restricted Notes
into the name of the person withdrawing the tender and (4) specify the name in
which any such Restricted Notes are to be registered, if different from that of
the Depositor. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by the Company,
whose determination shall be final and binding on all parties. Any Restricted
Notes so withdrawn will be deemed not to have been validly tendered for
purposes of the Exchange Offer and no Exchange Notes will be issued with
respect thereto unless the Restricted Notes so withdrawn are validly
retendered. Any Restricted Notes which have been tendered but which are not
accepted for exchange by the Company will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer. Properly withdrawn Restricted
Notes may be retendered by following one of the procedures described in the
Prospectus under "Exchange Offer--Procedures for Tendering" at any time prior
to the Expiration Date.
6. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal (or facsimile hereof) is signed by the registered
Holder(s) of the Restricted Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the Restricted Note
without alteration, enlargement or any change whatsoever.
If any of the Restricted Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Restricted Notes registered in different names are tendered,
it will be necessary to complete, sign and submit as many copies of this Letter
of Transmittal as there are different registrations of Restricted Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
shall include a book-entry transfer facility whose name appears on a security
listing as the owner of the Restricted Notes) of Restricted Notes tendered and
the certificate or certificates for Exchange Notes issued in exchange therefor
is to be issued (or any untendered principal amount of Restricted Notes to be
reissued) to the registered Holder, then such Holder need not and should not
endorse any tendered Restricted Notes, nor provide a separate bond power. In
any other case, such Holder must either properly endorse the Restricted Notes
tendered or transmit a properly completed separate bond power with this Letter
of Transmittal with the signatures on the endorsement or bond power guaranteed
by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Restricted Notes listed,
such Restricted Notes must be endorsed or accompanied by appropriate bond
powers in each case signed as the name of the registered Holder or Holders
appears on the Restricted Notes.
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If this Letter of Transmittal (or facsimile hereof) or any Restricted Notes
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Restricted Notes or signatures on bond powers required by
this Instruction 6 must be guaranteed by an Eligible Institution.
7. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which
Exchange Notes or substitute Restricted Notes for principal amounts not
tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal. In
the case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated.
8. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Restricted Notes pursuant to the Exchange Offer.
If, however, certificates representing Exchange Notes or Restricted Notes for
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be registered in the name of, any person other than the registered
Holder of the Restricted Notes tendered hereby, or if tendered Restricted Notes
are registered in the name of a person other than the person signing this
Letter of Transmittal, or if a transfer tax is imposed
for any reason other than the exchange of Restricted Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered Holder or on any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering Holder. See the
Prospectus under "Exchange Offer--Solicitation of Tenders; Fees and Expenses."
Except as provided in this Instruction 8, it will not be necessary for
transfer tax stamps to be affixed to the Restricted Notes listed in this Letter
of Transmittal.
9. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange
Offer in the case of any Restricted Notes tendered.
10 MUTILATED, LOST, STOLEN OR DESTROYED RESTRICTED NOTES. Any tendering
Holder whose Restricted Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instructions.
11. REQUESTS FOR ASSISTANCE, COPIES. Requests for assistance and requests
for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company
or other nominee for assistance concerning the Exchange Offer.
(DO NOT WRITE IN SPACE BELOW)
<TABLE>
<CAPTION>
Certificate Restricted Notes Restricted Notes
Tendered Accepted Surrendered
<S> <C> <C>
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</TABLE>
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Received __________ Accepted by _______ Checked by ________
Delivery Prepared
by ________________
Checked by ________ Date ______________
11
