EX-99.2 4 file003.txt LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL REVLON CONSUMER PRODUCTS CORPORATION PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 16, 2004 RELATING TO ANY AND ALL OUTSTANDING 8 1/8% SENIOR NOTES DUE 2006 (CUSIP NO. 761519AK3) AND 9% SENIOR NOTES DUE 2006 (CUSIP NO. 761519AQ0) ------------------------------------------------------------------------------- The Tender Offers will expire at 3:00 p.m., New York City time, on Friday, May 14, 2004, unless extended or earlier terminated (as so extended or earlier terminated, if at all, the "Expiration Date"). NOTEHOLDERS MUST TENDER THEIR NOTES PRIOR TO 3:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE TO RECEIVE THE TENDER OFFER CONSIDERATION. ------------------------------------------------------------------------------- The Depositary for the Tender Offers is: U.S. BANK NATIONAL ASSOCIATION Delivery by Regular, Registered or Certified Mail and by Hand or Overnight Courier: U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 Attn: Specialized Finance Department By Facsimile Transmission (For Eligible Institutions Only): (651) 495-8158 For Confirmation by Telephone: (800) 934-6802 DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS TO AN ADDRESS, OR VIA FACSIMILE TRANSMISSION TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE IT IS COMPLETED. Revlon Consumer Products Corporation (the "Company" or "Products Corporation") is offering to purchase (the "Tender Offers") for cash any and all of its outstanding 8 1/8% Senior Notes due 2006 and 9% Senior Notes due 2006, upon the terms and subject to the conditions described in the Offer to Purchase dated April 16, 2004 (the "Offer to Purchase"). Holders should carefully review the information set forth in the Offer to Purchase and this Letter of Transmittal. This Letter of Transmittal must accompany a tender of Notes pursuant to the Tender Offers, except as provided below. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Offer to Purchase. TO RECEIVE THE TENDER OFFER CONSIDERATION, NOTEHOLDERS MUST TENDER THEIR NOTES PURSUANT TO THE TENDER OFFERS PRIOR TO 3:00 P.M. ON THE EXPIRATION DATE. The Tender Offers will not have withdrawal rights. Notes tendered in the Tender Offers are irrevocable unless otherwise required by law. IN ADDITION, EACH NOTEHOLDER WHO TENDERS ITS NOTES WILL, UPON RECEIPT IN FULL OF THE TENDER OFFER CONSIDERATION BE DEEMED TO HAVE RELEASED AND WAIVED ANY AND ALL CLAIMS IT MAY HAVE ARISING FROM ANY PRIOR NON-COMPLIANCE BY PRODUCTS CORPORATION, ITS AFFILIATES OR ITS SUBSIDIARIES UNDER THE EXISTING INDENTURES, PROVIDED THAT SUCH RELEASE AND WAIVER WILL BE EFFECTIVE ONLY UPON THE CONSUMMATION OF THE TENDER OFFERS. BY EXECUTING THIS LETTER OF TRANSMITTAL, AND SUBJECT TO AND EFFECTIVE UPON ACCEPTANCE FOR PURCHASE OF, AND PAYMENT FOR, THE NOTES TENDERED HEREWITH, EACH TENDERING NOTEHOLDER IRREVOCABLY SELLS, ASSIGNS AND TRANSFERS TO OR UPON THE ORDER OF THE COMPANY ALL RIGHT, TITLE AND INTERESTS IN AND TO ALL THE NOTES TENDERED HEREBY, WAIVES ANY AND ALL OTHER RIGHTS WITH RESPECT TO THE NOTES AND RELEASES AND DISCHARGES THE COMPANY FROM ANY AND ALL CLAIMS SUCH NOTEHOLDER MAY HAVE NOW, OR MAY HAVE IN THE FUTURE, ARISING OUT OF, OR RELATED TO, THE NOTES, INCLUDING WITHOUT LIMITATION ANY CLAIMS THAT SUCH NOTEHOLDER IS ENTITLED TO RECEIVE ADDITIONAL PRINCIPAL OR INTEREST PAYMENTS WITH RESPECT TO THE NOTES OR TO PARTICIPATE IN ANY REDEMPTION OF THE NOTES. This Letter of Transmittal is to be used by Noteholders to tender Notes by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC") pursuant to the procedures set forth in the Offer to Purchase under the caption "Terms of the Tender Offers -- Procedures for Tendering Notes" by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of the Notes. DTC participants may electronically accept the Tender Offers and tender the Notes through the DTC Automated Tender Offer Program ("ATOP") as set forth under "Terms of the Tender Offers -- Procedures for Tendering Notes" in the Offer to Purchase. Noteholders who are tendering by book-entry transfer to the Depositary's account at DTC can execute the tender through ATOP for which the transaction will be eligible. DTC participants that are accepting the Offers to Purchase must transmit their acceptance to DTC. DTC will verify the acceptance and execute a book-entry delivery to the Depositary's account at DTC. DTC will then send an Agent's Message to the Depositary for its acceptance. Delivery of the Agent's Message by DTC will satisfy the terms of the Tender Offers as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. To properly complete this Letter of Transmittal, a Noteholder must: o complete the box entitled "Method of Delivery"; o complete the box entitled "Description of Notes"; o sign this Letter of Transmittal by completing the box entitled "Please Sign Here"; o if appropriate, check and complete the boxes relating to the "Special Payment Instructions" and "Special Delivery Instructions"; and o complete the Substitute Form W-9 if the Holder is a U.S. person. Those Noteholders that tender their Notes in the Tender Offers must do so in accordance with the terms set forth in the Offer to Purchase and this Letter of Transmittal. Each of the Tender Offers for the the 8 1/8% Senior Notes and the 9% Senior Notes is independent of the other Tender Offer and neither is conditioned upon the purchase of a minimum aggregate principal amount of Notes. Notwithstanding any other provision of the Tender Offers, or any extension of either of the Tender Offers, Products Corporation shall not be required to accept for exchange any Notes, pay the Tender Offer Consideration, as applicable, or make any payment for Notes or accrued interest thereon, and Products Corporation may 2 terminate or amend either of the Tender Offers, in its sole and absolute discretion, which may be for any or no reason. The Tender Offers are open to all Noteholders, and are subject to customary conditions. Subject to applicable securities laws and the terms and conditions set forth in the Offer to Purchase, Products Corporation reserves the right to waive any and all conditions to the Tender Offers. THE TENDER OFFERS ARE NOT BEING MADE TO (NOR WILL TENDER OF NOTES BE ACCEPTED FROM OR ON BEHALF OF) NOTEHOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE TENDER OFFERS TO PURCHASE WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. A Noteholder having Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such Noteholder desires to accept the Tender Offers with respect to the Notes so registered and inform such person to accept the Tender Offers pursuant to the terms and conditions of the Tender Offers. Your bank or broker can assist you in completing this form. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance may be directed to the Dealer Manager and requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to the Information Agent, whose respective addresses and telephone numbers appear on the back cover of this Letter of Transmittal. See Instruction 9 below. METHOD OF DELIVERY [ ]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution ______________________________ Account Number _____________________________________________ Transaction Code Number_____________________________________ 3 List below the Notes to which this Letter of Transmittal relates. If the space provided is inadequate, list principal amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Notes will be accepted only in aggregate principal amounts equal to $1,000 of Notes and integral multiples thereof.
--------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF 8 1/8% SENIOR NOTES TENDERED --------------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) Aggregate Principal of Registered Noteholder(s) Amount of 8 1/8% Senior Principal Amount (Please fill in, if blank) Notes Represented* Tendered * --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- Total: Total: --------------------------------------------------------------------------------------------------------------------- * Unless otherwise indicated in the column labeled "Principal Amount Tendered" and upon the terms and subject to the conditions of the Offer to Purchase, a Noteholder will be deemed to have tendered the entire aggregate principal amount represented by the Notes indicated in the Column labeled "Aggregate Principal Amount of 8 1/8% Senior Notes Represented." See Instruction 3. ---------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF 9% SENIOR NOTES TENDERED Name(s) and Address(es) Aggregate Principal of Registered Noteholder(s) Amount of 9% Senior Principal Amount (Please fill in, if blank) Notes Represented* Tendered * --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- Total: Total: --------------------------------------------------------------------------------------------------------------------- * Unless otherwise indicated in the column labeled "Principal Amount Tendered" and upon the terms and subject to the conditions of the Offer to Purchase, a Noteholder will be deemed to have tendered the entire aggregate principal amount represented by the Notes indicated in the Column labeled "Aggregate Principal Amount of 9% Senior Notes Represented." See Instruction 3. ---------------------------------------------------------------------------------------------------------------------
UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERM "NOTEHOLDER" FOR PURPOSES OF THIS LETTER OF TRANSMITTAL MEANS ANY PERSON IN WHOSE NAME NOTES ARE REGISTERED OR ANY OTHER PERSON WHO HAS OBTAINED A PROPERLY COMPLETED POWER OF ATTORNEY FROM THE REGISTERED NOTEHOLDER OR ANY PERSON WHOSE NOTES ARE HELD OF RECORD BY DTC. 4 NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: By execution hereof, the undersigned acknowledges receipt of the Offer to Purchase and this Letter of Transmittal and instructions hereto, which together constitute Products Corporation's Offers to Purchase for cash any and all of its outstanding 8 1/8% Senior Notes due 2006 (the "8 1/8% Senior Notes"), and any and all of its outstanding 9% Senior Notes due 2006 (the "9% Senior Notes" and, together with the 8 1/8% Senior Notes, the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase, from registered holders of the Notes ("Noteholders"), as described in the Offer to Purchase. Upon the terms and subject to the conditions of the Tender Offers, the undersigned hereby sells, assigns and transfers to, or upon the order of, Products Corporation, all right, title and interest in and to the Notes that are being tendered hereby, subject to the acceptance for purchase of, and payment for, the principal amount of Notes tendered with this Letter of Transmittal. The undersigned hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Depositary also acts as the agent of Products Corporation) with respect to such Notes, with full power of substitution (such power-of-attorney being deemed to be an irrevocable power coupled with an interest) to (i) present such Notes and all evidences of transfer and authenticity to, or transfer ownership of, such Notes on the account books maintained by DTC to, or upon the order of, Products Corporation, (ii) present such Notes for transfer of ownership on the books of Products Corporation and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Notes, all in accordance with the terms and conditions of the Tender Offers as described in the Offer to Purchase. THE TENDER OFFERS WILL NOT HAVE WITHDRAWAL RIGHTS. NOTES TENDERED IN THE TENDER OFFERS ARE IRREVOCABLE UNLESS OTHERWISE REQUIRED BY LAW. BY EXECUTING THIS LETTER OF TRANSMITTAL, AND SUBJECT TO AND EFFECTIVE UPON ACCEPTANCE FOR PURCHASE OF, AND PAYMENT FOR, THE NOTES TENDERED HEREWITH, THE UNDERSIGNED IRREVOCABLY SELLS, ASSIGNS AND TRANSFERS TO OR UPON THE ORDER OF THE COMPANY ALL RIGHT, TITLE AND INTERESTS IN AND TO ALL THE NOTES TENDERED HEREBY, WAIVES ANY AND ALL OTHER RIGHTS WITH RESPECT TO THE NOTES AND RELEASES AND DISCHARGES THE COMPANY FROM ANY AND ALL CLAIMS THE UNDERSIGNED MAY HAVE NOW, OR MAY HAVE IN THE FUTURE, ARISING OUT OF, OR RELATED TO, THE NOTES, INCLUDING WITHOUT LIMITATION ANY CLAIMS THAT THE UNDERSIGNED IS ENTITLED TO RECEIVE ADDITIONAL PRINCIPAL OR INTEREST PAYMENTS WITH RESPECT TO THE NOTES OR TO PARTICIPATE IN ANY REDEMPTION OF THE NOTES. The undersigned understands that tenders of Notes pursuant to any of the procedures described in the Offer to Purchase and this Letter of Transmittal and acceptance of tendered Notes by Products Corporation for purchase will constitute a binding agreement between the undersigned and Products Corporation upon the terms and subject to the conditions of the Offers to Purchase in effect on the Expiration Date. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Notes tendered hereby and that when such Notes are accepted for purchase and payment by Products Corporation, Products Corporation will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or by Products Corporation to be necessary or desirable to complete the sale, assignment and transfer of the Notes tendered hereby. For purposes of the Tender offers, the undersigned understands that Products Corporation will be deemed to have accepted for purchase validly tendered Notes (or defectively tendered Notes with respect to which Products Corporation has waived such defect) if, as and when Products Corporation gives oral (promptly confirmed in writing) or written notice thereof to the Depositary. 5 The undersigned also understands that each of the Tender Offers for the 8 1/8% Senior Notes and the 9% Senior Notes is independent of the other Tender Offer and that neither Tender Offer is conditioned upon the purchase of a minimum aggregate principal amount of Notes. The undersigned agrees that Products Corporation reserves the right to extend or terminate either Tender Offer, in its sole and absolute discretion, which may be for any or no reason, and to otherwise amend either Tender Offer in any respect. The Tender Offers are open to all Noteholders and are subject to customary conditions. The undersigned further understands that, notwithstanding any other provision of the Tender Offers, Products Corporation's obligation to accept for purchase and to pay the Tender Offer Consideration for the Notes validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, the satisfaction of or, where applicable, Products Corporation's waiver of, the conditions set forth in the Offer to Purchase under the caption "Terms of the Tender Offers -- Conditions to the Tender Offers." Products Corporation reserves the right, in its sole discretion, to waive any one or more of the conditions to the Tender Offers at any time as set forth in the Offer to Purchase under the caption " Terms of the Tender Offers -- Conditions to the Tender Offers." Any Notes not accepted for purchase will be returned promptly to the undersigned at the address set forth above, unless otherwise indicated herein under "Special Delivery Instructions" below. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives. The undersigned understands that the delivery and surrender of the Notes is not effective, and the risk of loss of the Notes does not pass to the Depositary, until receipt by the Depositary of this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, or a properly transmitted Agent's Message, together with all accompanying evidences of authority and any other required documents in form satisfactory to Products Corporation. All questions as to the form of all documents and the validity (including time of receipt) and acceptance of tenders and withdrawals of Notes will be determined by Products Corporation, in its sole discretion, which determination shall be final and binding. Unless otherwise indicated herein under "Special Payment Instructions," the undersigned hereby requests that any Notes not validly tendered or not accepted for purchase be credited to the account at DTC designated above and checks for payments of the Tender Offer Consideration, plus accrued and unpaid interest to, but not including, the Settlement Date, to be made in connection with the Tender Offers be delivered to, and issued to the order of, the undersigned. Similarly, unless otherwise indicated herein under "Special Delivery Instructions," the undersigned requests that any checks for payments of the Tender Offer Consideration to be made in connection with the Tender Offers be delivered to the undersigned at the address shown above. In the event that the "Special Payment Instructions" box or the "Special Delivery Instructions" box is, or both are, completed, the undersigned hereby requests that any Notes not validly tendered or not accepted for purchase be issued in the name(s) of, and be delivered to, the person(s) at the address(es) or account(s) at DTC so indicated, as applicable, and checks for payments of the Tender Offer Consideration, to be made in connection with the Tender Offers be issued in the name(s) of, and be delivered to, the person(s) at the address(es) so indicated, as applicable. The undersigned recognizes that Products Corporation has no obligation pursuant to the "Special Payment Instructions" box or "Special Delivery Instructions" box to credit any Notes if Products Corporation does not accept for purchase any of the Notes so tendered. 6 PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING NOTEHOLDERS) THIS LETTER OF TRANSMITTAL MUST BE SIGNED BY THE REGISTERED NOTEHOLDER(S) EXACTLY AS THE NAME(S) APPEAR(S) ON A SECURITY POSITION LISTING THEM AS THE OWNER OF NOTES ON THE BOOKS OF DTC OR ITS PARTICIPANTS. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST SET FORTH HIS OR HER FULL TITLE BELOW UNDER "CAPACITY" AND SUBMIT EVIDENCE SATISFACTORY TO PRODUCTS CORPORATION OF SUCH PERSON'S AUTHORITY TO SO ACT. SEE INSTRUCTION 4. X --------------------------------------------------------------------------- X --------------------------------------------------------------------------- SIGNATURE(S) OF REGISTERED NOTEHOLDER(S) OR AUTHORIZED SIGNATORY Date: ----------------------- Name(s): --------------------------------------------------------------------- (PLEASE PRINT) Capacity: -------------------------------------------------------------------- Address: --------------------------------------------------------------------- (INCLUDING ZIP CODE) AREA CODE AND TELEPHONE NO.: ------------------------------------------------- TAX IDENTIFICATION OR SOCIAL SECURITY NO.: ----------------------------------- IMPORTANT: COMPLETE SUBSTITUTE FORM W-9 HEREIN OR APPLICABLE FORM W-8 SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW) CERTAIN SIGNATURES MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTOR ------------------------------------------------------------------------------- (NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES) ------------------------------------------------------------------------------- (ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF FIRM) ------------------------------------------------------------------------------- (AUTHORIZED SIGNATURE) ------------------------------------------------------------------------------- (TITLE) Date: ----------------------- ------------------------------------------------------------------------------- 7 SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 3, 4, 5 AND 6) To be completed ONLY if payment of the Tender Offer Consideration to be paid for the acceptance of 8 1/8% Senior Notes is to be made to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or if the 8 1/8% Senior Notes not tendered or that are not accepted for purchase are to be issued to the order of someone other than the person(s) whose signature(s) appear(s) above or credited to an account maintained at DTC other than the account designated above. Issue: [ ] Payment [ ] Notes (check as applicable) Name: -------------------------------------------------------------------- (PLEASE PRINT) Address: ----------------------------------------------------------------- -------------------------------------------------------------------------- -------------------------------------------------------------------------- (INCLUDE ZIP CODE) -------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) (Such person(s) must properly complete the Substitute Form W-9 herein, Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable) Deliver unpurchased Notes: (a) by book-entry to the DTC account set forth below -------------------------------------------------------------------------- (DTC ACCOUNT NUMBER) Number of Account Party: ------------------------------------------------------------------------ ------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 3, 4, AND 5) To be completed ONLY if payment of the Tender Offer Consideration to be paid for the acceptance of 8 1/8% Senior Notes is to be sent to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or to such person or persons at an address different from that shown in the box entitled "Description of the 8 1/8% Senior Notes Tendered" within this Letter of Transmittal. Name: -------------------------------------------------------------------- (PLEASE PRINT) Address: ----------------------------------------------------------------- -------------------------------------------------------------------------- -------------------------------------------------------------------------- (INCLUDE ZIP CODE) -------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) (Such person(s) must properly complete the Substitute Form W-9 herein, Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable) ------------------------------------------------------------------------------- 8 SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 3, 4, 5 AND 6) To be completed ONLY if payment of the Tender Offer Consideration to be paid for the acceptance of 9% Senior Notes is to be made to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or if the 9% Senior Notes not tendered or that are not accepted for purchase are to be issued to the order of someone other than the person(s) whose signature(s) appear(s) above or credited to an account maintained at DTC other than the account designated above. Issue: [ ] Payment [ ] Notes (check as applicable) Name: -------------------------------------------------------------------- (PLEASE PRINT) Address: ----------------------------------------------------------------- -------------------------------------------------------------------------- -------------------------------------------------------------------------- (INCLUDE ZIP CODE) -------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) (Such person(s) must properly complete the Substitute Form W-9 herein, Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable) Deliver unpurchased Notes: (a) by book-entry to the DTC account set forth below ------------------------------------------------------------------------ (DTC ACCOUNT NUMBER) Number of Account Party: -------------------------------------------------------------------------- ------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 3, 4, AND 5) To be completed ONLY if payment of the Tender Offer Consideration to be paid for the acceptance of 9% Senior Notes is to be sent to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or to such person or persons at an address different from that shown in the box entitled "Description of the 9% Senior Notes Tendered" within this Letter of Transmittal. Name: -------------------------------------------------------------------- (PLEASE PRINT) Address: ----------------------------------------------------------------- -------------------------------------------------------------------------- -------------------------------------------------------------------------- (INCLUDE ZIP CODE) -------------------------------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) (Such person(s) must properly complete the Substitute Form W-9 herein, Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable) ------------------------------------------------------------------------------- 9 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFERS 1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND BOOK-ENTRY CONFIRMATIONS. To tender Notes in the Tender Offers, the Depositary must receive at its address set forth herein a confirmation of any book-entry transfer into the Depositary's account with DTC of Notes tendered electronically, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal. A Noteholder may also tender Notes that are held through DTC by transmitting its acceptance of the Tender Offer through DTC's Automated Tender Offer Program ("ATOP"), for which the Tender Offer is eligible, and DTC will then edit and verify the acceptance and send an Agent's Message to the Depositary for its acceptance. The term "Agent's Message" means a message transmitted by DTC and received by the Depositary and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the 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. The foregoing must be received by the Depositary on or prior to 3:00 p.m., New York City time, on the Expiration Date in order to receive the Tender Offer Consideration. The method of delivery of this Letter of Transmittal and all other required documents to the Depositary is at the election and risk of Noteholders. Except as otherwise provided below, the delivery will be deemed made when actually received or confirmed by the Depositary. This Letter of Transmittal should be sent only to the Depositary, not to Products Corporation, the Dealer Manager, the Information Agent, the Trustee or DTC. 2. WITHDRAWAL OF TENDERS. The Tender Offers will not have withdrawal rights. Notes tendered in the Tender Offers are irrevocable unless otherwise required by law. 3. PARTIAL TENDERS. Tenders of Notes pursuant to the Offers to Purchase will be accepted only in original principal amounts equal to $1,000 of Notes and integral multiples thereof. The entire principal amount of all Notes not tendered or not accepted for purchase will be returned by credit to the account at DTC designated herein. 4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENT; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by trustees, executors, administrators, guardians, attorneys-in fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Products Corporation of their authority so to act must be submitted with this Letter of Transmittal. If this Letter of Transmittal is signed by a DTC participant whose name appears on a security position listing as the owner of the Notes listed and transmitted hereby, no endorsements or separate bond powers are required unless payment is to be made to, or Notes not tendered or not accepted for purchase are to be credited to the account of, a person other than the DTC participant. Signatures on all Letters of Transmittal must be guaranteed by a participant in a recognized Medallion Signature Program unless the Notes tendered thereby are tendered (i) by a participant in DTC whose name appears on a security position listing them as the owner of such Notes that has not completed the box marked "Special Payment Instructions" or the box marked "Special Delivery Instructions" in the Letter of Transmittal or (ii) for the account of an Eligible Institution. IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS NOT THE REGISTERED NOTEHOLDER, THEN THE REGISTERED NOTEHOLDER MUST SIGN A VALID BOND POWER, WITH THE SIGNATURE OF SUCH REGISTERED NOTEHOLDER GUARANTEED BY A PARTICIPANT IN A RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION SIGNATURE GUARANTOR"). 10 5. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. Tendering Noteholders should indicate in the applicable box or boxes the name and address to which checks for payment of the Tender Offer Consideration to be made in connection with the Tender Offers are to be issued or sent, if different from the name and address of the registered Noteholder 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 and such person must properly complete the Substitute Form W-9 herein, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY, as applicable. A Noteholder may request that Notes not tendered or not accepted for purchase be credited to such account at DTC as such Noteholder may designate under the caption "Special Payment Instructions." If no such instructions are given, any such Notes not tendered or not accepted for purchase will be returned by crediting the account at DTC designated above. 6. TRANSFER TAXES. Products Corporation will pay all transfer taxes applicable to the purchase and transfer of Notes pursuant to the Tender Offers, except in the case of Notes not tendered or not accepted for payment that are credited to the account of any person other than the person tendering the Notes tendered thereby. 7. IRREGULARITIES. All questions as to the form of all documents and validity (including time of receipt) and acceptance of tenders and withdrawals of Notes will be determined by Products Corporation, in its sole discretion, which determination shall be final and binding. Alternative, conditional or contingent tenders will not be considered valid. Products Corporation reserves the absolute right to reject any or all tenders of Notes that are not in proper form or the acceptance of which would, in Products Corporation's opinion, be unlawful. Products Corporation also reserves the right to waive any defects, irregularities or conditions of tender as to particular Notes. Products Corporation's interpretations of the terms and conditions of the Offers to Purchase (including the instructions in this Letter of Transmittal) will be final and binding. Any defect or irregularity in connection with tenders of Notes must be cured within such time as Products Corporation determines, unless waived by Products Corporation. Tenders of Notes shall not have been deemed to have been made until all defects or irregularities have been waived by Products Corporation or cured. None of Products Corporation, the Trustee, the Dealer Manager, the Information Agent, the Depositary or any other person will be under any duty to give notice of any defects or irregularities in tenders of Notes, or will incur any liability to Noteholders for failure to give any such notice. 8. WAIVER OF CONDITIONS. Products Corporation expressly reserves the absolute right, in its sole discretion, to amend or waive any of the conditions to the Tender Offers in the case of any Notes tendered, in whole or in part, at any time and from time to time. 9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering Notes and requests for assistance may be directed to the Dealer Manager at the appropriate address and telephone numbers appearing on the back cover of this Letter of Transmittal. Requests for assistance and for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to the Information Agent at the address and telephone numbers appearing on the back cover of this Letter of Transmittal. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO 3:00 P.M. ON THE EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER CONSIDERATION. 11 IMPORTANT TAX INFORMATION Under U.S. federal income tax law, a Noteholder whose tendered Notes are accepted for payment may be subject to backup withholding at a rate of 28% on all reportable payments received pursuant to the Tender Offers. If the Noteholder is a U.S. person, to prevent backup withholding on such payments, the Noteholder generally is required to provide the Depositary with such Noteholder's correct social security number or employer identification number (each a Taxpayer Identification Number or a "TIN") by completing a Form W-9 or the enclosed Substitute Form W-9, certifying that the TIN provided on the form is correct (or that such Noteholder is awaiting a TIN) and that (i) the Noteholder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of failure to report payments of interest or dividends or (ii) after being so notified, the Internal Revenue Service has notified the Noteholder that he or she is no longer subject to backup withholding. Alternatively, a Noteholder can prevent backup withholding by providing a basis for an exemption from backup withholding. If the Depositary is not provided with the correct TIN or an adequate basis for exemption, payments made to such Noteholder with respect to Notes purchased pursuant to the Offer may be subject to backup withholding and the Noteholder may be subject to a $50 penalty imposed by the Internal Revenue Service. Each Noteholder is required to give the Depositary the TIN of the record holder of the Notes. If the Notes are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. A Noteholder who does not have a TIN should write "Applied For" in Part I of the Substitute Form W-9 if such Noteholder has applied for a number or intends to apply for a TIN in the near future. If "Applied For" is written in Part I, the Noteholder must also complete the "Certificate of Awaiting Taxpayer Identification Number" below in order to avoid backup withholding. Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number is completed, reportable payments that are received pursuant to the Offer will generally be subject to backup withholding unless the Noteholder has furnished the Depositary with his or her TIN by the time such payment is made. However, such amounts will be refunded to such Noteholder if a TIN is provided to the Depositary within 60 days. A Noteholder who writes "Applied For" in Part I should furnish the Depository with such Noteholder's TIN as soon as it is received. Certain Noteholders (including, among others, corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt U.S. Noteholders should indicate their exempt status on the Substitute Form W-9. A foreign person may qualify as an exempt recipient by submitting to the Depositary a properly completed Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of a Substitute Form W-9), signed under penalties of perjury, attesting to that Noteholder's exempt status. A Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable, can be obtained from the Depositary. Noteholders are urged to consult their tax advisors to determine whether they are exempt from these backup withholding and reporting requirements. If backup withholding applies, the Depositary is required to withhold tax at the applicable withholding rate (which is currently 28%) on any reportable payments paid to a Noteholder pursuant to the Offer. Backup withholding is not an additional U.S. federal income tax. If the required information is furnished to the Internal Revenue Service in a timely manner, the U.S. federal income tax liability of persons subject to backup withholding may be reduced by the amount of tax withheld, and, if withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. 12 TO BE COMPLETED BY CERTAIN TENDERING HOLDERS (SEE IMPORTANT TAX INFORMATION) DEPOSITARY'S NAME: U.S. BANK NATIONAL ASSOCIATION -------------------------------------------------------------------------------------------------------------- SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN FORM W-9 IN THE BOX AT THE RIGHT AND SOCIAL SECURITY NUMBER DEPARTMENT OF THE CERTIFY BY SIGNING AND DATING OR TREASURY BELOW. EMPLOYER IDENTIFICATION NUMBER INTERNAL REVENUE SERVICE --------------------------------------------------------------------------------- PART 2--CERTIFICATION--Under penalties of perjury, I certify that: (1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien). --------------------------------------------------------------------------------- PAYOR'S REQUEST FOR Certificate instructions--You must cross out TAXPAYER IDENTIFICATION item (2) in Part 2 above if you have been NUMBER (TIN) notified by the IRS that you are subject to PART 3-- backup withholding because of Awaiting TIN [ ] underreporting interest and dividends on your tax return. However, if after being PART 4-- notified by the IRS that you were subject to Exempt from backup backup withholding you received another withholding [ ] notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). -------------------------------------------------------------------------------------------------------------- Signature Date ---------------------------------------------------------- -------------------------------------- --------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU UNDER THE TENDER OFFER AND THE CONSENT SOLICITATON. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
-------------------------------------------------------------------------------------------------------------- CERTIFICATEOF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number, 28% of all reportable payments made to me will be withheld until I provide a tax identification number to the Depositary. Signature Date , 2004. ---------------------------------------------------------- --------------------------------------- --------------------------------------------------------------------------------------------------------------
13 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.-- Social Security numbers have nine digits separated by two hyphens (i.e., 000-00-0000). Employer identification numbers have nine digits separated by only one hyphen (i.e., 00-0000000). The table below will help determine the number to give the payer. ------------------------------ ----------------------------- GIVE THE SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: NUMBER OF -- ------------------------------ ----------------------------- 1. An Individual's The individual account 2. Two or more The actual owner of the individuals account or, if combined (joint account) funds, the first individual on the account(1) 3. Husband and Wife The actual owner of the (joint account) account or, if joint funds, either person(1) 4. Custodian account of The minor(2) a minor (Uniform Gift to Minors Act) 5. Adult and minor The adult or, if the minor (joint account) is the only contributor, the minor(1) 6. Account in the name The ward, minor, or of the guardian or incompetent person(3) committee for a designated ward, minor, or incompetent person 7. a. The usual The grantor-trustee(1) revocable savings trust account (grantor is also trustee) b. So-called trust The actual owner(1) account that is not legal or validtrust under State law 8. Sole proprietorship The owner(4) account ------------------------------ ----------------------------- GIVE THE EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF -- --------------------------------- ---------------------------- 9. A valid trust, estate, The legal entity (Do not or pension trust furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(5) 10. Corporate Account The corporation 11. Religious, charitable, The organization or educational organization 12. Partnership held in The partnership the name of the business 13. Association, club or The organization other tax-exempt organization 14. A broker or registered The broker or nominee nominee 15. Account with the The public entity Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments ------------------------------ ----------------------------- (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's social security number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) You must show your individual name, but you may also enter your business or "DBA" name. You may use either your social security number or employer identification number (if you have one). (5) List first and circle the name of the legal trust, estate or pension trust. NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed. 14 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, or Form W-7, Application for Individual Taxpayer Identification Number (for alien individuals not able to get an SSN) at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on certain payments include the following: o A corporation. o A financial institution. o An organization exempt from tax under section 501(a), an individual retirement plan, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). o The United States or any agency or instrumentality thereof. o A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. o A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. o An international organization or any agency or instrumentality thereof. o A dealer in securities or commodities required to register in the U.S., the District of Columbia or a possession of the U.S. o A real estate investment trust. o A common trust fund operated by a bank under section 584(a). o An exempt charitable remainder trust, or a non-exempt trust described in section 4947. o An entity registered at all times during the tax year under the Investment Company Act of 1940. o A middleman known in the investment community as a nominee or custodian. o A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: o Payments to nonresident aliens subject to withholding under section 1441 of the Code. o Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. o Payments of patronage dividends where the amount received is not paid in money. o Payments made by certain foreign organizations. Payments of interest not generally subject to backup withholding include the following: o Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. o Payments of tax exempt interest (including exempt-interest dividends under section 852). o Payments described in section 6049(b)(5) to nonresident aliens. o Payments on tax-free covenant bonds under section 1451. o Payments made by certain foreign organizations. EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9 ENCLOSED HEREWITH TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS). Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N. PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to Internal Revenue Service. The Internal Revenue Service uses the numbers for identification purposes and to help verify the accuracy of tax returns. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% (31% after 2010) of the gross amount of interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. (4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS -- If the requester discloses or uses taxpayer identification numbers in violation of federal law, the requester may be subject to civil and criminal penalties. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. -------- * Unless otherwise indicated, all section references are to the Internal Revenue Code of 1986, as amended. 15 To obtain additional copies of the Offer to Purchase, please contact the Information Agent. THE INFORMATION AGENT FOR THE TENDER OFFERS IS: D.F. KING & CO., INC. 48 Wall Street 22nd Floor New York, New York 10005 Banks and Brokers call: (212) 269-5550 Toll-free (800) 949-2583 THE DEPOSITARY FOR THE TENDER OFFERS IS: U.S. BANK NATIONAL ASSOCIATION By Regular or Certified Mail and By Hand or Overnight Courier: U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 Attention: Specialized Finance Department By Facsimile: (For Eligible Institutions Only) (651) 495-8158 Confirmation: (800) 934-6802 Any questions about the Tender Offers or procedures for accepting the Tender Offers may be directed to the Dealer Manager. THE DEALER MANAGER FOR THE TENDER OFFERS IS: CITIGROUP GLOBAL MARKETS INC. Liability Management Group 390 Greenwich Street, 4th Floor New York, New York 10013 Telephone: (800) 558-3745 (toll-free)