Exhibit 99.1
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
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STONERIDGE, INC.
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
11 1/2% SENIOR NOTES DUE 2012
TO: THE EXCHANGE AGENT
BY REGISTERED OR CERTIFIED MAIL OR BY OVERNIGHT COURIER:
Fifth Third Bank
Corporation Trust Administration
MD 00XX00
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxx XxXxx
BY HAND (before 4:30 p.m.):
Fifth Third Bank Corporate Trust
C/O Computershare Trust Company of New York
Wall Street Plaza
New York, New York 10005
BY FACSIMILE: (000) 000-0000
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.
DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO STONERIDGE.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR ORIGINAL
NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR ORIGINAL NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
The undersigned acknowledges receipt of the Prospectus dated
__________, 2002 (the "Prospectus") of STONERIDGE, INC. (the "Company") and this
Letter of Transmittal (the "Letter of Transmittal"), which together constitute
the Company's Offer to Exchange (the "Exchange Offer") $1,000 principal amount
of its 11 1/2% Senior Notes Due 2012 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a Registration Statement of which the Prospectus is a part, for each
$1,000 principal amount of its outstanding 11 1/2% Senior Notes Due 2012 (the
"Original Notes"), of which $200,000,000 principal amount is outstanding, upon
the terms and conditions set forth in the Prospectus. Other capitalized terms
used but not defined herein have the meaning given to them in the Prospectus.
For each Old Note accepted for exchange, the holder of such Old Note
will receive a New Note having a principal amount equal to that of the
surrendered Old Note. Interest on the Exchange Notes will accrue from the last
interest payment date on which interest was paid on the Original Notes
surrendered in exchange therefor or, if no interest has been paid on the
Original Notes, from the date of original issue of the Original Notes. Holders
of Original Notes accepted for exchange will be deemed to have waived the right
to receive any other payments or accrued interest on the Original Notes. The
Company reserves the right, at any time or from time to time, to extend the
Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company shall notify holders of the Original Notes of any extension by means of
a press release or other public announcement prior to 9:00 A.M., New York City
time, on the next business day after the previously scheduled Expiration Date.
This Letter of Transmittal is to be used by Holders if: (i)
certificates representing Original Notes are to be physically delivered to the
Exchange Agent herewith by Holders; (ii) tender of Original Notes is to be made
by book-entry transfer to the Exchange Agent's account at The Depository Trust
Company ("DTC"), pursuant to the procedures set forth in the Prospectus under
"The Exchange Offer--Procedures for Tendering" by any financial institution that
is a participant in DTC and whose name appears on a security position listing as
the owner of Original Notes; or (iii) tender of Original Notes is to be made
according to the guaranteed delivery procedures set forth in the prospectus
under "The Exchange Offer--Guaranteed Delivery Procedures." DELIVERY OF
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" with respect to the Exchange Offer means any person:
(i) in whose name Original 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; or (ii) whose Original Notes are held of record by DTC who
desires to deliver such Original Notes by book-entry transfer at DTC. 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.
The instructions included with this Letter of Transmittal must be
followed. Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 11 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR
ORIGINAL NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN
ITS ENTIRETY. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
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BOX 1 - DESCRIPTION OF 11 1/2% SENIOR NOTES DUE 2012 (ORIGINAL NOTES)
====================================================================================================================
Aggregate Principal Principal Amount
Name(s) and Address(es) of Registered Holder(s) Certificate Registered by Tendered
(Please fill in, if blank) Number(s)* Certificate(s) (If less than
all)**
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Total
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* Need not be completed by Holders tendering by book-entry transfer.
** Unless indicated in the column labeled "Principal Amount Tendered,"
any tendering Holder of Original 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 Original
Notes. All other tenders must be integral multiples of $1,000.
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BOX 2
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for Original Notes in a principal
amount not tendered or not accepted for exchange, or Exchange Notes issued in
exchange for Original Notes accepted for exchange, are to be issued in the name
of someone other than the undersigned, or if the Original Notes tendered by
book-entry transfer that are not accepted for exchange are to be credited to an
account maintained by DTC.
Issue certificate(s) to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
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(Tax Identification or Social Security No.)
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BOX 3
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be accepted ONLY if certificates for Original Notes in a principal
amount not tendered or not accepted for exchange, are to be sent to someone
other than the undersigned, or to the undersigned at an address other than that
shown above.
Return mail to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
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(Tax Identification or Social Security
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[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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DTC Book-Entry Account:
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Transaction Code No.:
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[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number: Transaction Code Number:
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:__________________________________
Address:_______________________________
_______________________________
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND ARE RECEIVING EXCHANGE NOTES FOR
YOUR OWN ACCOUNT IN EXCHANGE FOR ORIGINAL NOTES THAT WERE ACQUIRED AS A RESULT
OF MARKET MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES.
Name:__________________________________
Address:_______________________________
_______________________________
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Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Original Notes indicated
above. Subject to and effective upon the acceptance for exchange of the
principal amount of Original Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the Original 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 and as Trustee under the
Indenture for the Original Notes and Exchange Notes) with respect to the
tendered Original Notes with full power of substitution to (i) deliver
certificates for such Original Notes to the Company, or transfer ownership of
such Original Notes on the account books maintained by DTC and deliver all
accompanying evidence of transfer and authenticity to, or upon the order of, the
Company and (ii) present such Original Notes for transfer on the books of the
Company and receive all benefits and otherwise exercise all rights of beneficial
ownership of such Original Notes, all in accordance with the terms and subject
to the conditions 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 the undersigned has
full power and authority to tender, sell, assign and transfer the Original 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 hereby further represents that any Exchange Notes acquired in
exchange for Original Notes tendered hereby will have been acquired in the
ordinary course of business of the Holder receiving such Exchange Notes, whether
or not such person is the Holder, that neither the Holder nor any such other
person has any arrangement or understanding with any person to participate in
the distribution of such Exchange Notes and that neither the Holder nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act,
of the Company or any of its subsidiaries.
The undersigned also acknowledges that this Exchange Offer is being made
based on certain interpretations issued by the staff of the Securities and
Exchange Commission (the "Commission") to third parties in unrelated
transactions. Based on those interpretations, the Company believes that the
Exchange Notes issued in exchange for the Original Notes pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
holders thereof (other than any such holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such holders' business and such holders have no arrangements or
understandings with any person to participate in the distribution of such
Exchange Notes. 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 Exchange Notes. If the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Original Notes that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
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 Original
Notes tendered hereby. 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, personal
representatives, successors and assigns, trustees in bankruptcy or other legal
representatives of the undersigned. This tender may be withdrawn only in
accordance with the procedures set forth in "The Exchange Offer--Withdrawal of
Tenders" section of the Prospectus.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Original Notes when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.
If, for any reason, any tendered Original Notes are not accepted for
exchange pursuant to the Exchange Offer for any reason, certificates for any
such unaccepted Original Notes will be returned (except as noted below with
respect to tenders through DTC), without expense, to the undersigned at the
address shown below or at a different address as may be indicated under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.
The undersigned acknowledges that tenders of Original 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 Payment Instructions," please
issue the certificates representing the Exchange Notes issued in exchange for
the Original Notes accepted for exchange and return any Original Notes not
tendered or not exchanged in the name(s) of the undersigned (or in either such
event in the case of the Original Notes tendered through DTC, by credit to the
undersigned's account, at DTC). Similarly, unless otherwise indicated under
"Special Delivery Instructions," please send the certificates representing the
Exchange Notes issued in exchange for the Original Notes accepted for exchange
and any certificates for Original Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s), unless, in either event, tender is being
made through DTC. In the event that both "Special Payment Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Original Notes
accepted for exchange and return any Original Notes not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The Company has no obligation pursuant to the "Special Payment
Instructions" and "Special Delivery Instructions" to transfer any Original Notes
from the name of the registered Holder(s) thereof if the Company does not accept
for exchange any of the Original Notes so tendered.
Holders of Original Notes who wish to tender their Original Notes and (i)
whose Original Notes are not immediately available or (ii) who cannot deliver
their Original Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent, or cannot complete the procedure for book-entry
transfer, prior to the Expiration Date, may tender their Original 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.
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PLEASE SIGN HERE WHETHER OR NOT
ORIGINAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X_____________________________________________________ Date__________
X_____________________________________________________ Date__________
Signature(s) of Registered Holder(s)
Or Authorized Signatory
Area Code and Telephone Number ______________________
The above lines must be signed by the registered Holder(s) of Original
Notes as their name(s) appear(s) on the Original Notes or, if the Original Notes
are tendered by a participant in DTC, as such participant's name appears on a
security position listing as the owner of Original 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 Original 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 to act.
See Instruction 4 regarding the completion of this Letter of Transmittal printed
below.
Name:____________________________________________________________________
(Please Print)
Capacity:________________________________________________________________
Address:_________________________________________________________________
(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution:
(If required by Instruction 4)
_________________________________________________________________________
(Authorized Signature)
_________________________________________________________________________
(Title)
_________________________________________________________________________
(Name of Firm)
Dated:___________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Original Notes; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed by
noteholders, either if certificates are to be forwarded herewith or if tenders
are to be made pursuant to the procedures for delivery by book-entry transfer
set forth in "The Exchange Offer--Procedures for Tendering" section of the
Prospectus. Certificates for all physically tendered Original Notes, or
Book-Entry Confirmation, as the case may be, 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, must be received by
the Exchange Agent at the address set forth herein on or prior to the Expiration
Date, or the tendering holder must comply with the guaranteed delivery
procedures set forth below. Original Notes tendered hereby must be in
denominations of principal amount of maturity of $1,000 and any integral
multiple thereof. YOU ARE RESPONSIBLE FOR THE DELIVERY OF THE ORIGINAL NOTES,
THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT.
EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED BELOW, THE DELIVERY OF THESE
DOCUMENTS WILL BE CONSIDERED TO HAVE BEEN MADE ONLY WHEN ACTUALLY RECEIVED OR
CONFIRMED BY THE EXCHANGE AGENT. WHILE THE METHOD OF DELIVERY IS AT YOUR RISK
AND CHOICE, STONERIDGE RECOMMENDS THAT YOU USE AN OVERNIGHT OR HAND DELIVERY
SERVICE RATHER THAN REGULAR MAIL. YOU SHOULD SEND YOUR DOCUMENTS WELL BEFORE THE
EXPIRATION DATE TO ENSURE RECEIPT BY THE EXCHANGE AGENT. YOU MAY REQUEST THAT
YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE DELIVER YOUR
ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE
EXCHANGE AGENT. DO NOT SEND YOU ORIGINAL NOTES TO XXXXXXXXXX.
Holders whose certificates for Original Notes are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Original
Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to
such procedures, (i) such tender must be made through an Eligible Institution
(as defined in Instruction 4 below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Original Notes and the amount of Original Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Original Notes, or a Book-Entry Confirmation, and any other
documents required by this Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Original Notes, in proper form for transfer, or Book-Entry
confirmation, as the case may be, and all other documents required by this
Letter of Transmittal, are received by the Exchange Agent within three NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Original Notes
and all other required documents is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent or deemed received under the ATOP Procedures. If
Original Notes are sent by mail, it is suggested that the mailing be made
sufficiently in advance of the Expiration Date to permit the delivery to the
Exchange Agent prior to 5:00 p.m. New York City time, on the Expiration Date.
See "The Exchange Offer" section in the Prospectus.
2. Tender by Xxxxxx. Only a holder of Original Notes may tender such
Original Notes in the Exchange Offer. Any beneficial holder of Original 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 Original Notes, either make appropriate
arrangements to register ownership of the Original Notes in such holder's name
or obtain a properly completed bond power from the registered holder.
3. Partial Tenders. Tenders of Original Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Original Notes is tendered, the tendering holder should fill in the principal
amount tendered in the fourth column of the box entitled "Description of 11 1/2%
Senior Notes Due 2012 (Original Notes)" above. The entire principal amount of
Original Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of all
Original Notes is not tendered, then Original Notes for the principal amount of
Original Notes not tendered and a certificate or certificates representing
Exchange Notes issued in exchange for any Original 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
Original Notes are accepted for exchange.
4. Signatures on this Letter of Transmittal; Powers of Attorney and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed
by the registered holder of the Original Notes tendered hereby, the signature
must correspond exactly with the name as written on the face of the certificates
without any change whatsoever.
If any tendered Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Original Notes specified herein and tendered hereby, no
endorsements of certificates or separate powers of attorney are required. If,
however, the Exchange Notes are to be issued, or any untendered Original Notes
are to be reissued, to a person other than the registered holder, then
endorsements of any certificates transmitted hereby or separate powers of
attorney are required. Signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate powers of
attorney, in either case signed exactly as the names on the registered holder or
holders appear(s) on the certificate(s) and signatures on such certificate(s)
must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, proper evidence satisfactory to the Company of their authority to so
act must be submitted.
Endorsements on certificates for Original Notes or signatures on powers of
attorney required by this Instruction 4 must be guaranteed by a firm which is a
participant in a recognized signature guarantee medallion program ("Eligible
Institutions").
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Original Notes are tendered (i) by a registered holder of
Original Notes (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Original Notes) who has not
completed the box entitled "Special Registration Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of
an Eligible Institution.
5. Special Payment And Delivery Instructions. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes or substitute Original 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 (or in the case of
tender of Original Notes through DTC, if different from DTC). In the case of
issuance in a different name, the taxpayer identification number or social
security number of the person named must also be indicated. Noteholders
tendering Original Notes by book-entry transfer may request that Original Notes
not exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such noteholder may designate hereon. If no such instructions are
given, such Original Notes not exchanged will be returned to the name and
address of the person signing this Letter of Transmittal.
6. Tax Identification Number. Federal income tax law requires that a holder
whose offered Original Notes are accepted for exchange must provide the Company
(as payer) 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"), and payments made with
respect to Original Notes purchased pursuant to the Exchange Offer may be
subject to backup withholding at a 30% rate. The backup withholding rate is
being reduced gradually through 2006. If withholding results in an overpayment
of taxes, a refund may be obtained. 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 Original 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.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Original Notes pursuant to the Exchange Offer. If,
however, certificates representing Exchange Notes or Original 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 Original Notes tendered hereby, or if tendered Original
Notes are registered in the name of any person other than the person signing
this Letter of Transmittal, or if a transfer tax is imposed for any reason other
than the exchange of Original Notes pursuant to the Exchange Offer, then the
amount of any such transfer taxes (whether imposed on the registered holder or
on any other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Original Notes listed in this letter.
8. 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 Original Notes tendered.
9. No Conditional Transfers. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Original Notes, by
execution of this Letter of Transmittal or by tendering Original Notes via ATOP,
shall waive any right to receive notice of the acceptance of their Original
Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Original Notes nor shall any of them incur any liability for failure to give any
such notice.
10. Mutilated, Lost, Stolen or Destroyed Original Notes. Any tendering
holder whose Original 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 for additional copies of the Prospectus, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be directed to the
Exchange Agent at the address specified in the Prospectus.
(Do Not Write in The Space Below)
Certificate Original Notes Original Notes
Surrendered Tendered Accepted
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------------------------- ------------------------- -------------------------
------------------------- ------------------------- -------------------------
Delivery Prepared By: _____________________________
Checked By: _____________________________
Date: _____________________________
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PAYER'S NAME: STONERIDGE, INC.
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Name (if joint names, list first and circle the name of the person or entity
whose number you enter in Part I below. See instructions if your name has
changed.)
___________________________________________________________________
Address____________________________________________________________
City, State and ZIP Code___________________________________________
List account number(s) here (optional)_____________________________
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SUBSTITUTE
Form W-9 PART 1--PLEASE PROVIDE YOUR
TAXPAYER IDENTIFICATION OR TIN
NUMBER ("TIN") IN THE BOX AT RIGHT
AND CERTIFY BY SIGNING AND DATING ____________________________________
BELOW. Social security number or TIN
Department of the Treasury
Internal Revenue Service
Xxxxx's Request for
Taxpayer Identification
Number (TIN)
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PART 2--Check the box if you are Part 3--
NOT subject to backup withholding
under the provisions of section Awaiting TIN
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.
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Certification--Under the penalties of perjury, I certify that the information
provided on this form is true, correct and complete.
Signature ___________________________ Date______________________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
