Exhibit 99.1
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_______________, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
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TEREX CORPORATION
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
8-7/8% Series C Senior Subordinated Notes due 2008
for 8-7/8% Series D Senior Subordinated Notes due 2008
which have been registered under the Securities Act of 1933
To: United States Trust Company of New York, The Exchange Agent
By Registered or Certified Mail: By Overnight Courier or By Hand,
After 4:30pm:
United States Trust Company of New York United States Trust Company of New York
X.X. Xxx 000, Xxxxxx Xxxxxxx 000 Xxxxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Services Attention: Corporate Trust Services
By Hand Prior to 4:30 pm: By Facsimile:
United States Trust Company of New York (212) 780-0592
000 Xxxxxxxx, Xxxxx Xxxxx Xxxxxxxxx: Corporate Trust Services
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Services Confirm by telephone:
(000) 000-0000
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges that he or she has received the Prospectus
dated ________, 1999 (the "Prospectus") of Terex Corporation, a Delaware
corporation (the "Company") and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange $1,000 principal amount of its 8-7/8% Series D Senior
Subordinated Notes due 2008 (the "New 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 8-7/8% Series C Senior Subordinated Notes
due 2008 (the "Old Notes"), of which $100,000,000 principal amount is
outstanding. Capitalized terms used but not defined herein have the meanings
given to them in the Prospectus.
The Letter of Transmittal is to be used by Holders of Old Notes (i) if
certificates representing the Old Notes are to be physically delivered herewith;
or (ii) if a tender of Old Notes is to be made by book-entry transfer into the
Exchange Agent's account at the Depository Trust Company pursuant to the
procedure described in the Prospectus; or (iii) if tender of Old Notes is to be
made according to the guaranteed delivery procedures described in the Prospectus
are to be utilized.
The term "Holder" with respect to the Exchange Offer means any person
in whose name Old 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. 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. Holders who wish to tender their Old Notes must complete
this letter in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
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DESCRIPTION OF 8-7/8% SERIES C SENIOR SUBORDINATED NOTES DUE 2008 (OLD NOTES)
---------------------------- ----------- ------------------- -------------------
Principal Amount
Name(s) and Address(es) of Aggregate Principal endered (must be in
Registered Holder(s) Certificate Amount Represented integral multiple
(Please fill in, if blank) Number(s) by Certificate(s) of $1,000)*
---------------------------- ----------- ------------------- -------------------
----------- ------------------- -------------------
----------- ------------------- -------------------
----------- ------------------- -------------------
----------- ------------------- -------------------
Total
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* Need not be completed if Old Notes are being tendered by book entry
transfer.
* Unless indicated in the column labeled "Principal Amount Tendered", any
tendering Holder of Old Notes will be deemed to have tendered the entire
aggregate principal amount represented by the column labeled "Aggregate
Principal Amount Represented by Certificate(s)."
If the space provided above is inadequate, list the certificate numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.
The minimum permitted tender is $1,000 in principal amount of Old Notes.
All other tenders must be integral multiples of $1,000.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 8) (See Instructions 5, 6 and 8)
To be completed ONLY if certificates for To be completed ONLY if certificates
Old Notes in a principal amount not for Old Notes in a principal amount
tendered or not accepted for exchange, or not tendered or not accepted for
New Notes issued in exchange for Old exchange, or New Notes issued in
Notes accepted for eschange, are to be exchange for Old Notes accepted for
issued in the name of someone other than exchange, are to be sent to someone
the undersigned. other than the undersigned at an
address other than that shown above.
Issue certificate(s) to: Mail to:
Name_______________________________ Name_______________________________
(Please Print) (Please Print)
Address________________________ ____ Address_____________________________
___________________________________ ------------------------------------
(Include Zip Code) (Include Zip Code)
___________________________________ ------------------------------------
(Tax Identification or Social (Tax Identification or Social
Security No.) Security No.)
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2
|_| 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:___________________________________________________________________
(to be confirmed with U.S. Trust)
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution______________________________________________
Account Number_______________________Transaction Code Name_________________
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Old Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of Old Notes tendered in accordance with this Letter of Transmittal, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all of its right, title and interest in and to the Old Notes tendered
hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent its agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Company) with respect to the tendered Old
Notes with full power of substitution to (i) deliver certificates for such Old
Notes to the Company and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (ii) present such Old
Notes for transfer on the books of the Company and receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms of the terms of the Exchange Offer. The power of
attorney granted in this paragraph shall be deemed irrevocable and coupled with
an interest.
The undersigned hereby represents and warrants that he or she has full power
and authority to tender, sell, assign and transfer the Old Notes tendered hereby
and that 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, when the same are acquired by the Company. The undersigned
also acknowledges that this Exchange Offer is being made in reliance on the
interpretations of the staff of the Securities and Exchange Commission (the
"Commission"), as contained in several no action letters issued to third
parties. Based on such interpretations of the staff of the Commission set forth
in such no-action letters, the Company believes that the New Notes issued
pursuant to the Exchange Offer in exchange for the Old Notes may be offered for
resale, resold or otherwise transferred by a Holder thereof (other than any such
Holder that is a broker-dealer or 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 (i) such New Notes are acquired in the ordinary course of such Holder's
business, (ii) at the time of the commencement of the Exchange Offer such Holder
has no arrangement with any person to participate in a distribution of the New
Notes and (iii) such Holder is not engaged in, and does not intend to engage in,
a distribution of the New Notes. By tendering Old Notes in exchange for the New
Notes or executing this Letter of Transmittal, the undersigned hereby further
represents that any New Notes acquired in exchange for Old Notes tendered hereby
will have been acquired in the ordinary course of business of the person
receiving such New Notes, whether or not such person is the Holder, that neither
the Holder nor any such other person has an arrangement with any person to
participate in the distribution of such New Notes within the meaning of the
Securities Act and that neither the Holder nor any such other person is an
"affiliate," as defined under Rule 405 of the Securities Act, of the Company or
any of its subsidiaries or, if such Holder is an "affiliate," that such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a distribution of New Notes. If a Holder is unable to
make the foregoing representations, such Holder may not rely on the applicable
interpretations of the staff of the Commission and must comply with the
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registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction unless such sale is made
pursuant to an exemption from such requirements. If the undersigned is a
broker-dealer that receives New Notes for its account in exchange for Old Notes
that were acquired as a result of market-making activities or other trading
activities, the undersigned acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes and that it has not entered into any arrangement or understanding
with the Company or an affiliate of the Company in connection with any resale of
such New 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. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable to complete the assignment, transfer and purchase of
the Old Notes tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when, as and if the Company has given oral
or written notice thereof to the Exchange Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Old Notes
will be returned, without expense, to the undersigned at the address shown below
or at a different address as may be indicated herein under "Special Payment
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 upon the undersigned's heirs, executors, personal
and legal representatives, successors and assigns.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the New Notes issued in exchange for the Old
Notes accepted for exchange and return any Old 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 New Notes issued in exchange for the Old Notes accepted for
exchange and any certificates for Old 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 Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the New Notes issued in exchange for the Old Notes
accepted for exchange and return any Old Notes not tendered or not exchanged in
the name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Old Notes from the name of the registered holder(s) thereof if the Company
does not accept for exchange any of the Old Notes so tendered.
Holders of the Old Notes who wish to tender their Old Notes and (i) whose
Old Notes are not immediately available or (ii) who cannot deliver their Old
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent on or prior to 5:00 P.M. on the Expiration Date, may tender their
Old Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures." See Instruction 1 regarding the completion of the Letter of
Transmittal printed below.
4
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X______________________________________________ ___________________
Date
X______________________________________________ ___________________
Signature(s) of Registered Holder(s) Date
or Authorized Signatory
Area Code and Telephone Number:________________
The above lines must be signed by the registered holder(s) of Old Notes
as their name(s) appear(s) on the Old 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 Old Notes to which this Letter of Transmittal relates 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, such person must (i) set forth his or her full title
below and (ii) unless waived by the Company, submit evidence satisfactory to the
Company of such person's authority so to act. See Instruction 5 regarding the
completion of this Letter of Transmittal printed below.
Name(s): ______________________________________________
(Please Print)
Capacity: ______________________________________________
Address: ______________________________________________
(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution:
(If required by Instruction 5)
______________________________________________
(Authorized Signature)
______________________________________________
(Title)
______________________________________________
(Name of Firm)
Dated: ______________________, 1998
5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Old Notes. The tendered
Old Notes, as well as 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 Old Notes, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the Holder and, except as otherwise provided below, the delivery will be deemed
made only when actually received by the Exchange Agent. Instead of delivery by
mail, it is recommended that the Holder use an overnight or hand delivery
service. If sent by mail, it is recommended that registered mail, return receipt
requested, be used, and prior insurance be obtained. In all cases, sufficient
time should be allowed to assure delivery to the Exchange Agent before the
Expiration Date. No Letter of Transmittal or Old Notes should be sent to the
Company.
Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available, or (ii) who cannot deliver their Old Notes, this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to 5:00 P.M., New York City time, on the Expiration Date, must
tender their Old Notes according to the guaranteed delivery procedures set forth
in the Prospectus. Pursuant to such procedures: (i) such tender must be made by
or through 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 or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (each an "Eligible Institution"); (ii) on or
prior to 5:00 P.M. on 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, mail or hand delivery) setting
forth the name and address of the Holder of the Old Notes, the certificate
number or numbers of such Old Notes and the principal amount of Old 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) together with the
certificate(s) representing the Old Notes and any other required documents will
be deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed Letter of Transmittal (or facsimile hereof), as
well as all other documents required by this Letter of Transmittal and the
certificate(s) representing all tendered Old Notes in proper form for transfer,
must be received by the Exchange Agent within five business days after the
Expiration Date, all as provided in the Prospectus under the caption "The
Exchange Offer -- Guaranteed Delivery Procedures." Any Holder of Old Notes who
wishes to tender his or her Old Notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the
Expiration Date. Upon request of the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to Holders who wish to tender their Old Notes according to
the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Old Notes and withdrawal of tendered Old
Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Old Notes not properly tendered or any Old 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 defects or
irregularities or conditions of tender as to the Exchange Offer and/or
particular Old 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
6
irregularities in connection with tenders of Old 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 Old Notes, nor shall any of them incur
any liability for failure to give such notification. Tenders of Old Notes will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any Old 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
of Old Notes, unless otherwise provided in this Letter of Transmittal, as soon
as practicable following the Expiration Date.
2. Tender by Holder. Only a Holder of Old Notes may tender such Old
Notes in the Exchange Offer. Any beneficial holder of Old Notes who is not the
registered holder and who wishes to tender should arrange with the registered
holder to execute and deliver this Letter of Transmittal on his or her behalf or
must, prior to completing and executing this Letter of Transmittal and
delivering his or her Old Notes, either make appropriate arrangements to
register ownership of the Old Notes in such holder's name or obtain a properly
completed bond power from the registered holder.
3. Partial Tenders. Tenders of Old Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Old Notes is tendered, the tendering Holder should fill in the principal amount
tendered in the fourth column of the box entitled "Description of 8-7/8% Series
C Senior Subordinated Notes due 2008 (Old Notes)" above. The entire principal
amount of Old Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of all Old
Notes is not tendered, then a certificate or certificates representing Old Notes
for the principal amount of Old Notes not tendered and a certificate or
certificates representing New Notes issued in exchange for any Old Notes
accepted will be sent to the Holder at his or her registered address, unless a
different address is provided in the appropriate box on this Letter of
Transmittal, promptly after the Old Notes are accepted for exchange.
4. Withdrawal of Tenders. To withdraw a tender of Old 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 5:00
p.m., New York City time, on the Expiration Date. Any such notice of withdrawal
must (i) specify the name of the person having deposited the Old Notes to be
withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including the registered number or numbers and principal amount of such Old
Notes or, in the case of Old Notes transferred by book-entry transfer, the name
and number of the account at the Book-Entry Transfer Facility to be credited),
(iii) be signed by the Holder in the same manner as the original signature on
the Letter of Transmittal by which such Old Notes were tendered (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have United States Trust Company of New York, the trustee with
respect to the Old Notes (the "Trustee"), register the transfer of such Old
Notes into the name of the person withdrawing the tender and (iv) specify the
name in which any such Old Notes are to be registered, if different from that of
the Depositor. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no New Notes will be issued with respect thereto unless the
Old Notes so withdrawn are validly re-tendered. Properly withdrawn Old Notes may
be re-tendered by following one of the procedures set forth in this letter at
any time prior to 5:00 p.m., New York City time, on the Expiration Date.
5. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or
facsimile hereof) is signed by the record Holder(s) of the Old Notes tendered
hereby, the signature must correspond with the name(s) as written on the face of
the Old Notes without alteration, enlargement or any change whatsoever.
Except as otherwise provided below, all signatures on this Letter of
Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed if (i) this
Letter of Transmittal is signed by the registered Holder(s) of the Old Notes
tendered herewith and such Holder(s) have not completed the box set forth herein
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" or (ii) such Old Notes are tendered for the account of an Eligible
Institution.
7
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered Holder or Holders of any Old Notes listed, such
Old Notes must be endorsed or accompanied by appropriate bond powers signed as
the name of the registered Holder or Holders appears on the Old Notes.
If this Letter of Transmittal (or facsimile hereof) or any Old 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 Old Notes or signatures on bond powers required by
this Instruction 4 must be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. Tendering Holders
should indicate, in the applicable box or boxes, the name and address to which
New Notes or substitute Old 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.
7. Tax Identification Number. Federal income tax law requires that a
Holder whose offered Old Notes are accepted for exchange must provide the
Company (as payor) with his, her or its correct Taxpayer Identification Number
("TIN"), which, in the case of an exchanging Holder who is an individual, is his
or her social security number. If the Company is not provided with the correct
TIN or an adequate basis for exemption, such Holder may be subject to a $50
penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
delivery to such Holder of New Notes may be subject to backup withholding in an
amount equal to 31% of the gross proceeds resulting from the Exchange Offer. If
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS by the Holder. Exempt Holders (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9."
To prevent backup withholding, each exchanging Holder must provide his,
her or its correct TIN by completing the Substitute Form W-9 enclosed herewith,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the Holder is exempt from backup withholding, (ii) the Holder
has not been notified by the IRS that he, she or it is subject to backup
withholding as a result of a failure to report all interest or dividends or
(iii) the IRS has notified the Holder that he, she or it is no longer subject to
backup withholding. In order to satisfy the Exchange Agent that a foreign
individual qualifies as an exempt recipient, such Holder must submit a statement
signed under penalty of perjury attesting to such exempt status. Such statements
may be obtained from the Exchange Agent. If the Old Notes are in more than one
name or are not in the name of the actual owner, consult the Substitute Form W-9
for information on which TIN to report. If you do not provide your TIN to the
Company within 60 days, backup withholding will begin and continue until you
furnish your TIN to the Company.
8. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing New Notes or Old Notes for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered Holder
of the Old Notes tendered hereby, or if tendered Old Notes are registered in the
name of any person other than the person signing this Letter of Transmittal, or
8
if a transfer tax is imposed for any reason other than the exchange of Old 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.
Except as provided in this Instruction 8, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
9. Waiver of Conditions. The Company reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any Old Notes tendered.
10. Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering
Holder whose Old Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated herein for further
instructions.
11. Requests for Assistance or Additional Copies. Questions and
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)
========================== ======================== ===========================
Certificate Old Notes Old Notes
Surrendered Tendered Accepted
========================== ======================== ===========================
========================== ======================== ===========================
========================== ======================== ===========================
========================== ======================== ===========================
Delivery Prepared by ______________ Checked By ________________ Date ___________
9
================================================================================
PAYOR'S NAME: TEREX CORPORATION
===================== ==========================================================
SUBSTITUTE Name (if joint names, list first and circle the name
of the person or entity whose number you enter in Part
FORM W-9 I below. See instructions if your name has changed.)
Department of the
Treasury
Internal Revenue
Service
==========================================================
Address
==========================================================
City, state and ZIP code
==========================================================
List account number (s) here (optional)
----------------------------------------------------------
Part 1 - PLEASE PROVIDE YOUR TAXPAYER Social security
IDENTIFICATION NUMBER ("TIN") IN THE number or TIN
BOX AT RIGHT AND CERTIFY BY SIGNING
AND DATING BELOW
==========================================================
Part 2 - Check the box if you are NOT subject to
backup withholding under the provisions of section
3408(a)(1)(C) of the Internal Revenue Code because (1)
you have not been notified that you are subject to
backup withholding as a result of failure to report
all interest or dividends or (2) the Internal Revenue
Service has notified you that you are no longer
subject to backup withholding. [ ]1
===================== ==========================================================
Payor's Request for CERTIFICATION - UNDER THE PENALTIES OF PERJURY. PART 3 -
TIN I CERTIFY THAT THE INFORMATION PROVIDED ON
THIS FORM IS TRUE, CORRECT AND COMPLETE. AWAITING
TIN
Signature _____________________ Date ________
[ ]
===================== ==========================================================
Note:FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payor.
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 payor.
______________________________________________________________________________
Give the Give the EMPLOYER
For this type SOCIAL SECURITY For this type IDENTIFICATION
of account: number of: of account: number of:
_______________________________________________________________________________
1. An individual The individual 6. Sole proprietorship The owner(3)
account
7. A valid trust, estate The legal entity
or pension trust (Do not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.) (4)
2. Two or more The actual 8. Corporate account The corporation
individuals owner of
(joint account) the account or,
if combined
funds, the first
individual on
the account (1)
3. Custodian The minor (2) 9. Association, club, The organization
account of a religious, charitable,
minor (Uniform educational or other
Gift to Minors Act) tax-exempt organization
account
4. (a) The usual The grantor- 10. Partnership account The partnership
revocable trustee (1)
savings trust
account (grantor
is also trustee)
(b) So-called The actual 11. A broker or The broker or
trust account owner (1) registered nominee nominee
that is not a
legal or valid Th owner (3) 12. Account with the The public entity
trust under Department of
state law Agriculture in the
name of a public
5. Sole entity (such as a
proprietorship state or local
account government, school
district, or prison)
that receives agricultural
program payments
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the individual. You may also enter the business name.
(4) List first and circle the name of the legal trust, estate, or pension trust.
Note: If no name is circled when there is more than one name, the number will
be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Payments of interest not generally
Obtaining a Number subject to backup withholding include
the following:
If you don't have a taxpayer identifi- - Payments of interest on obligations
cation number or you don't know your issued by individuals. Note: You
number, obtain Form SS-5, Application may be subject to backup with-
for a Social Security Number Card, or holding if this interest is $600 or
Form SS-4, Application for Employer or more and is paid in the course of
Identification Number, at the local the payor's trade or business and
office of the Social Security you have not provided your correct
Administration or the Internal Revenue taxpayer identification number to
Service and apply for a number. the payor.
- Payments of tax-exempt interest
Payees Exempt from Backup Withholding (including exempt-interest dividends
under section 852).
Payees specifically exempted from - Payments described in section
backup withholding on ALL payments section 6049(b)(5) to nonresident
include the following: aliens.
- A corporation. - Payments on tax-free covenant bonds
- An organization exempt from tax under section 1451.
under section 501(a), or an - Payments made by certain foreign
individual retirement retirement organizations.
plan, or a custodial account under - Mortgage interest paid to you.
Section 403(b)(7).
- The United States or any agency or Exempt payees described above should
instrumentality thereof. file Form W-9 to avoid possible erro-
- A state, the District of Columbia, neous backup withholding. FILE THIS
a possession of the United States, FORM WITH THE PAYOR, FURNISH YOUR TAX-
or any subdivision or instrumen- PAYER IDENTIFICATION NUMBER, WRITE
tality thereof. "EXEMPT" ON THE FACE OF THE FORM, AND
- A foreign government of any RETURN IT TO THE PAYOR. ALSO SIGN AND
political subdivision, agency or DATE THE FORM.
instrumentality thereof. Certain payments other than interest,
- An international organization or dividends, and patronage dividends
any agency or instrumentality that are not subject to information
thereof. reporting are also not subject to
- A foreign central back of issue. backup withholding. For details, see
- A registered dealer in securities the regulations under sections 6041,
or commodities registered in the 6041A(a), 6042, 6044, 6045, 6049, 6050A
U.S. or possession of the U.S. and 6050N.
- A futures commission merchant
registered with the Commodity Privacy Act Notice. -- Section 6109
Futures Trading Commission. requires most recipients of dividend
- A real estate investment. interest or other payments to give
- An entity registered at all times taxpayer identification numbers to
during the tax year under the payors who must report the payments to
Investment Company Act of 1940. the IRS. The IRS uses the numbers for
- A common trust fund operated by identification purposes. Payors must
a bank under section 584(a). be given the numbers whether or not
- A financial institution. recipients are required to file tax
- A middleman known in the invest- returns. Payors must generally with-
ment community as a nominee or hold 20% of taxable interest, dividend,
listed in the most recent publi- and certain other payments to a payee
cation of the American Society of who does not furnish a taxpayer iden-
Corporate Secretaries, Inc., tification number to a payor. Certain
Nominee List. penalties may also apply.
- A trust exempt from tax under
section 664 as described in Penalties
section 4947. (1) Penalty for Failure to Furnish Tax-
Payments of dividends and patronage payer Indentification Number. -- If
dividends not generally subject to you fail to furnish your taxpayer iden-
backup withholding include the tification number to a payor, you are
following: subject to a penalty of $50 for each
- Payments to nonresident aliens such failure unless your failure is due
subject to withholding under to reasonable cause and not to willful
section 1441. neglect.
- Payments to partnerships not (2) Civil Penalty for False Informa-
engaged in a trade or business tion With Respect to Withholding. --
in the U.S. and which have at If you make a false statement with no
least one nonresident partner. reasonable basis which results in no
- Payments of patronage dividends imposition of backup withholding, you
where the amount received is not are subject to a penalty of $500.
paid in money. (3) Criminal Penalty for Falsifying
- Payments made by certain foreign Information. -- Willfully falsifying
organizations. certifications or affirmations may
subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
