<PAGE>
LETTER OF TRANSMITTAL
TYCO INTERNATIONAL GROUP S.A.
TYCO INTERNATIONAL LTD.
OFFER TO EXCHANGE
6 7/8% NOTES DUE 2002
FOR
6 7/8% NOTES DUE 2002
PURSUANT TO THE PROSPECTUS DATED JUNE , 2002
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY ,
2000, UNLESS THE EXCHANGE OFFER IS EXTENDED.
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The Exchange Agent for the Exchange Offer is:
The Bank of New York
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BY HAND OR OVERNIGHT DELIVERY: FACSIMILE TRANSACTIONS: BY REGISTERED OR CERTIFIED MAIL:
(Eligible Institutions Only)
The Bank of New York (212) 815-4699 The Bank of New York
101 Barclay Street, 7E TO CONFIRM BY TELEPHONE 101 Barclay Street
New York, New York 10286 OR FOR INFORMATION CALL: Corporate Trust Services Window
Attn: Denise Robinson (212) 815-2791 Ground Level
New York, New York 10286
Attn: Denise Robinson
</TABLE>
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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 June , 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 $1,000 principal amount of its 6 7/8% Notes
due 2002 (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 $1,000 principal amount of
its outstanding 6 7/8% Notes due 2002 (the "Restricted Notes"), of which
$1,000,000,000 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 July , 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 either (1) certificates
representing Restricted Notes are to be physically delivered to the Exchange
Agent herewith by Holders (as defined below) or (2) tender of 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.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
<PAGE>
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.
All Holders of Restricted Notes who wish to tender their 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 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 $1,000 in principal amount of the Restricted Notes.
All other tenders must be in integral multiples of $1,000.
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<CAPTION>
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<S> <C> <C> <C>
<CAPTION>
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DESCRIPTION OF RESTRICTED NOTES 1 2 3
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CERTIFICATE AGGREGATE PRINCIPAL
<S> <C> <C> <C>
NUMBER(S) PRINCIPAL AMOUNT OF
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S): AMOUNT OF RESTRICTED NOTES
(PLEASE FILL IN, IF BLANK) NOTES TENDERED*
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Total
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* Need not be completed by Holders who wish to tender all Restricted Notes listed.
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2
<PAGE>
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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
SPECIAL REGISTRATION INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for Restricted Notes in a principal
amount not tendered, or Exchange Notes issued in exchange for Restricted
Notes accepted for exchange, are to be issued in the name of someone other
than the undersigned.
Issue certificate(s) to:
Name(s) ____________________________________________________________________
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL
SECURITY NUMBER(S))
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for Restricted Notes in a principal
amount not tendered, or Exchange Notes issued in exchange for Restricted
Notes accepted for exchange, are to be delivered to someone other than the
undersigned.
Deliver certificate(s) to:
Name(s) ____________________________________________________________________
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL
SECURITY NUMBER(S))
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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.
<TABLE>
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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:
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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, the undersigned sells, assigns and transfers to, or
upon the order of, 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 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.
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.
4
<PAGE>
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 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.
5
<PAGE>
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.)
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PLEASE SIGN HERE WHETHER OR NOT WHETHER OR NOT TENDER IS TO BE
MADE PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES
(PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN)
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.)
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(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))
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 1)
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(AUTHORIZED SIGNATURE)
Date: ____________, 2000
Name of Firm _______________________________________________________________
Capacity (full title) ______________________________________________________
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
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6
<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 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
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 or the Depository Trust Company.
The Exchange Agent will make a request to establish an account with respect
to the Restricted Notes at DTC for purposes of the Exchange Offer promptly after
receipt of this Prospectus, and any financial institution that is a participant
in DTC may make book-entry delivery of Restricted Notes by causing DTC to
transfer such Restricted Notes into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfer. However, although delivery of
Restricted Notes may be effected through book-entry transfer at 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 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
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
7
<PAGE>
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 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 DTC
participant listed on a securities position listing furnished by 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 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 $1,000. If less than the entire principal
amount of any Restricted Notes is tendered, the tendering Holder 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 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 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
8
<PAGE>
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.
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. BACKUP UNITED STATES FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM
W-9. Under the United States federal income tax laws, payments that may be made
by the Company on account of Exchange Notes issued pursuant to the Exchange
Offer may be subject to backup withholding at the rate of 31%. In order to avoid
such backup withholding, each tendering holder should complete and sign the
Substitute Form W-9 included in this Letter of Transmittal and either
(a) provide the correct taxpayer identification number ("TIN") and certify,
under penalties of perjury, that the TIN provided is correct and that (1) the
Holder has not been notified by the United States Internal Revenue Service the
("IRS") that the Holder is subject to backup withholding as a result of failure
to report all interest or dividends or (2) the IRS has notified the Holder that
the Holder is no longer subject to backup withholding; or (b) provide an
adequate basis for exemption. If the tendering Holder has not been issued a TIN
and has applied for one, or intends to apply for one in the near future, such
Holder should write "Applied For" in the space provided for the TIN in Part I of
the Substitute Form W-9, sign and date the Substitute Form W-9 and sign the
Certificate of Payee Awaiting Taxpayer Identification Number. If "Applied For"
is written in Part I, the Company (or the Paying Agent under the Indenture
governing the Exchange Notes) shall retain 31% of payments made to the tendering
Holder during the 60-day period following the date of the Substitute Form W-9.
If the Holder furnishes his, her or its TIN within 60 days after the date of the
Substitute Form W-9, the Company (or the Paying Agent) shall
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<PAGE>
remit such amounts retained during the 60-day period to the Holder and no
further amounts shall be retained or withheld from payments made to the Holder
thereafter. If, however, the Holder has not provided the Exchange Agent or the
Company with his, her or its TIN within such 60-day period, the Company (or the
Paying Agent) shall remit such previously retained amounts to the IRS as backup
withholding. In general, if a Holder is an individual, the TIN is the social
security number of such individual. If the Exchange Agent or the Company are not
provided with the correct TIN, the Holder may be subject to a $50 penalty
imposed by the IRS.
Certain Holders (including, among others, all corporations and certain
non-United States individuals) are not subject to these backup withholding and
reporting requirements. In order for a non-United States individual to qualify
as an exempt recipient, such Holder must submit a statement (generally, IRS
Form W-8), signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the Exchange Agent. For
further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if Restricted Notes are registered in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. Failure to complete the Substitute Form W-9 will not, by
itself, cause Restricted Notes to be deemed invalidly tendered, but may require
the Company (or the Paying Agent) to withhold 31% of the amount of any payments
made on account of the Exchange Notes. Backup withholding is not an additional
federal income tax. Rather, the federal income tax liability of a person 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 IRS.
9. 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 9, it will not be necessary for
transfer tax stamps to be affixed to the Restricted Notes listed in this Letter
of Transmittal.
10. 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.
11. 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.
12. 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 TENDERED RESTRICTED NOTES ACCEPTED RESTRICTED NOTES SURRENDERED
-------------------------------- -------------------------------- --------------------------------
<S> <C> <C>
-------------------------------- -------------------------------- --------------------------------
-------------------------------- -------------------------------- --------------------------------
</TABLE>
Received _________ Accepted by _________ Checked by _________
Delivery Prepared by ________ Checked by ________ Date ________
10
<PAGE>
IMPORTANT TAX INFORMATION
Under United States federal income tax laws, to avoid imposition of a 31%
backup withholding with respect to payments made under the Exchange Notes a
Holder whose tendered Restricted Notes are accepted for payment should provide
the Exchange Agent with such Holder's correct TIN on Substitute Form W-9 below
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 Exchange
Agent is not provided with the correct TIN, a $50 penalty may be imposed by the
Internal Revenue Service, and payments made under the Exchange Note may be
subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
non-United States persons) are not subject to these backup withholding and
reporting requirements. Exempt Holders should indicate their exempt status on
Substitute Form W-9. A non-United States person may qualify as an exempt
recipient by submitting to the Exchange Agent 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 Exchange Agent. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions.
If backup withholding applies, the Company (or the Paying Agent under the
Indenture governing the Exchange Notes) is required to withhold 31% of any
payments made to the Holder or other payee with respect to the Exchange Notes.
Backup withholding is not an additional United States federal income tax.
Rather, the United States 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 the Exchange
Notes, the Holder should provide the Company (or the Paying Agent under the
Indenture governing the Exchange Notes) with either (a) 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 (1) 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 (2) the Internal Revenue Service has notified the Holder that the
Holder is no longer subject to backup withholding or (b) an adequate basis for
exemption.
WHAT NUMBER TO GIVE
The Holder is required to give the TIN (e.g., social security number or
employer identification number) of the registered Holder of the Restricted
Notes. If the Restricted Notes are held in more than one name or are held not in
the name of the actual owner, consult the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
guidance on which number to report.
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 that I mailed or delivered an application to
receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail
or deliver an application in the near future). I understand that if I do not
provide a Taxpayer Identification Number to the payer, 31% of all payments
made to me on account of the Exchange Notes shall be retained until I provide
a 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
-------------------------- , 2000
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<PAGE>
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 8)
<TABLE>
<S> <C> <C>
--------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK
-------------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN ON THE TIN: -------------------------
LINE AT RIGHT AND CERTIFY BY SIGNING Social Security Number or
AND DATING BELOW Employer Identification Number
-------------------------------------------------------------------------------
PART 2--TIN Applied For / /
-------------------------------------------------------------------------------
SUBSTITUTE CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my correct taxpayer identification number
FORM W-9 (or I
Department of the Treasury am waiting for a number to be issued to me),
Internal Revenue Service (2) I am not subject to backup withholding either because (i) I am exempt from
Payor's Request For backup withholding, (ii) I have not been notified by the Internal Revenue
Taxpayer Identification Service ("IRS") that I am subject to backup withholding as a result of a
Number ("TIN") and failure to report all interest or dividends, or (iii) the IRS has notified
Certification me that I am no longer subject to backup withholding, and
(3) any other information provided on this form is true and correct.
Signature Date , 2000
You must cross out item (2) in the certification 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 have
not been notified by the IRS that you are no longer subject to backup withholding.
--------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU ON ACCOUNT OF THE
EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
12
