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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 15,
1999 UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
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LETTER OF TRANSMITTAL
THERMWOOD CORPORATION
OFFER TO EXCHANGE
UP TO $8,250,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 12% SUBORDINATED DEBENTURES
DUE 2014 FOR UP TO 750,000 SHARES OF ITS OUTSTANDING COMMON STOCK, NO PAR VALUE
PURSUANT TO THE PROSPECTUS DATED _________ __, 1999
The Exchange Agent for the Exchange Offer is:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By Mail, Hand or Overnight Courier: Facsimile Transmission Number
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (Eligible Institutions only):
New York, New York 10005 (718) 234-5001
(If by Mail, Registered or To Confirm Facsimile
Certified Mail Recommended) or for Information Call:
(▇▇▇) ▇▇▇-▇▇▇▇
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID TENDER OF THE THERMWOOD CORPORATION SHARES OF
COMMON STOCK, NO PAR VALUE (THE "SHARES").
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED AND SIGNED.
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DESCRIPTION OF SHARES TENDERED
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Certificate(s) Tendered
Name(s) and Address(es) of Registered Holder(s) (Attach Additional Signed List if Necessary)
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Total Number
Certificate of Shares Represented Number of
Number(s)* by Certificate(s) Shares Tendered**
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* Please indicate in this column the certificate number(s) for each
certificate representing Shares you desire to tender. If nothing is
indicated in this column, the total number of Shares evidenced by all
certificates submitted with this Letter of Transmittal will be deemed to
have been tendered.
** Please indicate in this column the number of Shares you wish to tender. If
nothing is indicated in this column, the total number of Shares evidenced
by each certificate delivered with this Letter of Transmittal will be
deemed to have been tendered.
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All capitalized terms used herein and not defined herein shall have the meaning
ascribed to them in the Prospectus (as defined below).
This Letter of Transmittal is to be used by registered holders of Shares
("Holders") if: (i) certificates representing Shares are to be physically
delivered to the Exchange Agent by such Holders; (ii) tender of Shares is to be
made by book-entry transfer to the Exchange Agent's account at The Depository
Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in the Prospectus, dated , 1999 (as the same may be amended
from time to time, the "Prospectus") under the caption "The Exchange Offer --
Procedures For Tendering -- Book-Entry Transfers" by any financial institution
that is a participant in DTC and whose name appears on a security position
listing as the owner of Shares or (iii) delivery of Shares is to be made
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures," and,
in each case, instructions are not being transmitted through the DTC.
Automated Tender Program. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Prospectus,
dated __, 1999 (as the same may be amended from time to time, the "Prospectus"),
of Thermwood Corporation, an Indiana corporation (the "Company"), and this
Letter of Transmittal and the instructions hereto, which together constitute the
Company's offer to exchange (the "Exchange Offer") for each Share tendered to
the Company in the Exchange Offer $11.00 principal amount of its 12%
Subordinated Debentures due 2014 (the "Debentures"), upon the terms and subject
to the conditions set forth in the Exchange Offer.
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the Shares indicated above. Subject
to, and effective upon, the acceptance for exchange of the Shares tendered
herewith, the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Company all right, title and interest in and to such Shares.
The undersigned hereby irrevocably constitutes and appoints (the "power of
attorney") the Exchange Agent as the true and lawful agent and attorney-in-fact
of the undersigned (with full knowledge that the Exchange Agent also acts as the
agent of the Company) with respect to such Shares with full power of
substitution to (i) present such Shares and all evidences of transfer and
authenticity to, or transfer ownership of, such Shares on the account books
maintained by the Book-Entry Transfer Facility to, or upon the order of, the
Company; (ii) present such Shares for
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transfer of ownership on the books of the Company; (iii) receive all benefits
and otherwise exercise all rights of beneficial ownership of such Shares; and
(iv) receive Debentures on behalf of the undersigned and delivering the
Debentures to the undersigned or pursuant to the instructions of the undersigned
as directed herein, all in accordance with the terms and conditions of the
Exchange Offer as described in the Prospectus.
The undersigned further authorizes and directs the Exchange Agent (i) to
determine, in its sole and absolute discretion, whether and the time and times
when, the purpose for and manner in which, any power conferred herein shall be
exercised and the conditions, provisions and covenants of any instrument or
document which may be executed by the Exchange Agent pursuant hereto and (ii) to
do all things and perform all acts pursuant to the terms of this Exchange Offer
as it may, in its sole and absolute discretion, deem appropriate, including,
without limitation, to execute and deliver all certificates, receipts,
instruments, letters of transmittal and other documents and papers required,
contemplated by, or deemed by it appropriate in connection with this Exchange
Offer to the Company, or to any other person as the Exchange Agent in its sole
and absolute discretion, shall deem necessary.
The undersigned grants the power of attorney to the Exchange Agent subject to
and in consideration of the interests of the Company and ▇▇▇▇▇ & Company, Inc.
(the "Solicitation Agent") and acknowledges that the power of attorney is an
agency coupled with an interest and is irrevocable and not subject to
termination by the undersigned or by operation of law, whether by the death or
incapacity of the undersigned (or either or any of them) or by the occurrence of
any other event or events (including, without limitation, the termination of any
trust or estate for which the undersigned is acting as a fiduciary or
fiduciaries or the dissolution or liquidation of any corporation or
partnership), and the obligations of the undersigned pursuant to the Exchange
Offer are similarly not subject to termination and shall remain in full force
and effect during the period of the Exchange Offer and, to the extent provided
in the terms of the Exchange Offer, after such period. If the undersigned should
die or become incapacitated, if any such trust or estate should be terminated,
if any corporation or partnership should be dissolved or liquidated, or if any
other such event should occur, before the completion of the transactions
contemplated by the Exchange Offer and this Letter of Transmittal, certificates
representing the Shares to be exchanged by the undersigned shall be delivered by
the Exchange Agent on behalf of the undersigned in accordance with the terms and
conditions of the Exchange Offer and this Letter of Transmittal, and actions
taken by the Exchange Agent pursuant to this Letter of Transmittal shall be as
valid as if such death or incapacity, termination, dissolution, liquidation or
other event had not occurred, regardless of whether or not the Exchange Agent,
the Company, the Solicitation Agent, or any one of them, shall have received
notice of such death, incapacity, termination, dissolution, liquidation or other
event. ▇▇▇▇▇ ▇▇▇▇▇▇, Esq., counsel to the Company, has authority to instruct the
Exchange Agent on irregularities or discrepancies in Letters of Transmittal and
accompanying documents and the Exchange Agent is entitled to rely in good faith
on the advice of any such person in taking actions pursuant to such
instructions.
The undersigned represents and warrants that it has full power and authority to
tender, exchange, assign and transfer the Shares tendered hereby and to acquire
Debentures issuable upon the exchange of such tendered Shares, and that, when
the same are accepted for exchange, the Company will acquire good and
unencumbered title to the tendered Shares, free and clear of all
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liens, restrictions, charges and encumbrances and not subject to any adverse
claim or right. The undersigned also warrants that it 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 exchange, assignment and
transfer of the Shares tendered hereby or transfer ownership of such Shares on
the account books maintained by the Book-Entry Transfer Facility.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived by the
Company, in whole or in part, in the reasonable discretion of the Company), as
more particularly set forth in the Prospectus, the Company may not be required
to exchange any of the Shares tendered hereby and, in such event, the Shares not
exchanged will be returned to the undersigned at the address shown above.
The undersigned, if the undersigned is a beneficial holder, represents (or, if
the undersigned is a broker, dealer, commercial bank, trust company or other
nominee, represents) that it has received representations from the beneficial
owners of the Shares (the "Beneficial Owner") stating that, if the Holder is a
broker-dealer that acquired Shares as a result of market-making activities or
other trading activities, it will deliver a Prospectus in connection with any
resale of Debentures acquired in the Exchange Offer (but 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).
EACH BROKER-DEALER WHO ACQUIRED SHARES FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A "PARTICIPATING
BROKER-DEALER"), BY TENDERING SUCH SHARES AND EXECUTING THIS LETTER OF
TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE
OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT
CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL
RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE SALE OF DEBENTURES
PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE
PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF
THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE
COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE DEBENTURES MAY BE RESUMED, AS THE
CASE MAY BE.
EACH PARTICIPATING BROKER-DEALER SHOULD CHECK THE BOX HEREIN UNDER THE CAPTION
"FOR PARTICIPATING BROKER-DEALERS ONLY" IN ORDER TO RECEIVE ADDITIONAL COPIES OF
THE PROSPECTUS, AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, FOR USE IN
CONNECTION WITH RESALES OF THE DEBENTURES, AS WELL AS ANY NOTICES FROM THE
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COMPANY TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS SHARES AND
EXECUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER AGREES TO
USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE AGENT WHEN
IT HAS SOLD ALL OF ITS DEBENTURES. IF NO PARTICIPATING BROKER-DEALERS CHECK SUCH
BOX, OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED SUCH BOX
SUBSEQUENTLY NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL THEIR DEBENTURES
HAVE BEEN SOLD, THE COMPANY WILL NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS
OF THE EXCHANGE OFFER REGISTRATION STATEMENT OR TO UPDATE THE PROSPECTUS AND
WILL NOT PROVIDE ANY HOLDERS WITH ANY NOTICES TO SUSPEND OR RESUME USE OF THE
PROSPECTUS.
The undersigned understands that tenders of the Shares pursuant to any one of
the procedures described under "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 in accordance with the terms
and subject to the conditions of the Exchange Offer. All authority herein
conferred or agreed to be conferred by this Letter of Transmittal and every
obligation of the undersigned hereunder shall be binding upon the heirs, legal
representatives, successors and assigns, executors, administrators and trustees
in bankruptcy of the undersigned and shall survive the death or incapacity of
the undersigned. Tendered Shares may be withdrawn at any time prior to 5:00 p.m.
on the Expiration Date in accordance with the terms of the Exchange Offer.
The undersigned understands that the Company will accept up to a maximum of
750,000 shares and that if tenders for more than 750,000 shares are received by
the Company, the Company, after purchasing shares from Odd Lot Owners, will pro
rate the number of Shares that it will acquire.
The undersigned understands and acknowledges that the Company reserves the right
in its sole discretion to purchase or make offers for any Shares that remain
outstanding subsequent to the Expiration Date in the open market, in privately
negotiated transactions, through subsequent exchange offers or otherwise. The
terms of any such purchases or offers could differ from the terms of the
Exchange Offer.
The undersigned understands that the delivery and surrender of the Shares is not
effective, and the risk of loss of the Shares does not pass to the Exchange
Agent, until receipt by the Exchange Agent of this Letter of Transmittal, or a
manually signed facsimile hereof, properly completed and duly executed, with any
required signature guarantees, together with all accompanying evidences of
authority and any other required documents in form satisfactory to the Company.
All questions as to form of all documents and the validity (including time of
receipt) and acceptance of tenders and withdrawals of Shares will be determined
by the Company, in its sole discretion, which determination shall be final and
binding.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," the undersigned hereby requests that any Shares not tendered or
not accepted for exchange be issued
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in the name(s) of the undersigned and that Debentures be issued in the name(s)
of the undersigned (or, in the case of Shares delivered by book-entry transfer,
by credit to the account at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated herein in the box entitled "Special Delivery Instructions,"
the undersigned hereby requests that any Shares not tendered or not accepted for
exchange and Debentures be delivered to the undersigned at the address(es) shown
above. The undersigned recognizes that the Company has no obligation pursuant to
the "Special Issuance Instructions" box or "Special Delivery Instructions" box
to transfer any Shares from the name of the registered Holder(s) thereof if the
Company does not accept for exchange any of such Shares so tendered.
In order to properly complete this Letter of Transmittal, a Holder must:
1. complete the box entitled "Method of Delivery" by checking one of the
three boxes therein and supplying the appropriate information;
2. complete the box entitled "Description of Shares;"
3. if such Holder is a Participating Broker-Dealer and wishes to receive
additional copies of the Prospectus for delivery in connection with
resales of Debentures (as defined below), check the applicable box;
4. sign this Letter of Transmittal by completing the box entitled "Please
Sign Here;"
5. if appropriate, check and complete the boxes relating to the "Special
Issuance Instructions" and "Special Delivery Instructions;" and
6. complete the Substitute Form W-9.
Each Holder should carefully read the detailed Instructions below prior to the
completing this Letter of Transmittal. See "The Exchange Offer -- Procedures For
Tendering" in the Prospectus.
Holders of Shares that are tendering by book-entry transfer to the Exchange
Agent's account at DTC can execute the tender through the Automated Tender
Program ("ATOP"), for which the transaction will be eligible. DTC participants
that are accepting the Exchange Offer should transmit their acceptance to DTC,
which will edit and verify the acceptance and execute a book-entry delivery to
the Exchange Agent's account at DTC. DTC will then send an Agent's message to
the Exchange Agent for its acceptance. Delivery of the Agent's Message by DTC
will satisfy the terms of the Exchange Offer as to execution and delivery of a
Letter of Transmittal by the participant identified in the Agent's Message. DTC
participants may also accept the Exchange Offer by submitting a Notice of
Guaranteed Delivery through ATOP.
If Holders desire to tender Shares pursuant to the Exchange Offer and (i)
certificates representing such Shares are not lost but are not immediately
available, (ii) time will not permit this Letter of Transmittal, certificates
representing such Holder's Shares and all other required documents to reach the
Exchange Agent prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of such Shares in accordance with the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 2 below.
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A Holder having Shares registered in the name of a broker, dealer, commercial
bank, trust company or other nominee must contract such broker, dealer,
commercial bank, trust company or other nominee if they desire to accept the
Exchange Offer with respect to the Shares so registered.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF SHARES BE ACCEPTED
FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR
ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION.
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 or for additional copies of the Prospectus, this Letter
of Transmittal and the Notice of Guaranteed Delivery may be directed to the
Exchange Agent, whose address and telephone number appear on the front cover of
this Letter of Transmittal. See Instruction 11 below.
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METHOD OF DELIVERY
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
HEREWITH.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:______________________________________
Account Number: ________________ Transaction Code Number: __________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT PURSUANT TO
INSTRUCTION 2 BELOW AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s): ______________________________________
Window ticket No. (if any): __________________________________
Date of Execution of Notice of Guaranteed Delivery: __________
Name of Eligible Institution that Guaranteed Delivery: _____________
If Delivered by Book-Entry Transfer (yes or no): ___________________
Account Number: ________________ Transaction Code Number: __________
FOR PARTICIPATING BROKER-DEALERS ONLY
[ ] CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW IF YOU ARE A
PARTICIPATING BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND, DURING THE NINE-MONTH PERIOD FOLLOWING THE
CONSUMMATION OF THE EXCHANGE OFFER, 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE COMPANY TO SUSPEND
AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS SHARES AND EXECUTING
THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER AGREES TO USE
ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE AGENT
WHEN IT HAS SOLD ALL OF ITS DEBENTURES. (IF NO PARTICIPATING
BROKER-DEALERS CHECK THIS BOX, OR IF ALL PARTICIPATING BROKER-DEALERS WHO
HAVE CHECKED THIS BOX SUBSEQUENTLY NOTIFY THE COMPANY OR THE EXCHANGE
AGENT THAT ALL THEIR DEBENTURES HAVE BEEN SOLD, THE COMPANY WILL NOT BE
REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION
STATEMENT OR TO UPDATE THE PROSPECTUS AND WILL NOT PROVIDE ANY NOTICES TO
ANY HOLDERS TO SUSPEND OR RESUME USE OF THE PROSPECTUS.)
PROVIDE THE NAME OF THE INDIVIDUAL WHO SHOULD RECEIVE, ON BEHALF OF THE HOLDER,
ADDITIONAL COPIES OF THE PROSPECTUS, AND AMENDMENTS AND SUPPLEMENTS THERETO, AND
ANY NOTICES TO SUSPEND AND RESUME USE OF THE PROSPECTUS:
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NAME:__________________________________________________________________________
ADDRESS:_______________________________________________________________________
TELEPHONE NO.:_________________________________________________________________
FACSIMILE NO.:_________________________________________________________________
PLEASE SIGN BELOW
(TO BE COMPLETED BY ALL HOLDERS OF SHARES REGARDLESS OF WHETHER SHARES ARE BEING
PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Shares exactly as
their name(s) appear(s) on certificate(s) for Shares or, if delivered by a
participant in the Book-Entry Transfer Facility, exactly as such participant's
name appears on a security position listing as the owner of Shares, or by
person(s) authorized to become Holder(s) by endorsements and documents
transmitted with this Letter of Transmittal. 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 the
Company of such person's authority to so act. See Instruction 4 below.
If the signature appearing below is not of the record holder(s) of the Shares,
then the record holder(s) must sign a valid Stock power.
X ________________________________________________________________________
X ________________________________________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
DATE: ____________________________________________________________________
NAME: ____________________________________________________________________
CAPACITY: ________________________________________________________________
ADDRESS: _________________________________________________________________
_________________________________________________________
(INCLUDING ZIP CODE)
AREA CODE AND TELEPHONE NO.: _____________________________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE SHARES FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH
TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
NAME: ______________________________________________________________
ADDRESS: ___________________________________________________________
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MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW)
(CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION)
____________________________________________________
NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES
________________________________________________________________________________
ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF FIRM
AUTHORIZED SIGNATURE:______________________________________________________
PRINTED NAME:________________________________________________________________
TITLE:__________________________________________________________________________
DATE:__________________________________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 and 7)
To be completed ONLY if Shares not tendered or not accepted for exchange are to
be issued in the name of, or Debentures are to be issued in the name of, someone
other than the person or persons whose signature(s) appear(s) within this Letter
of Transmittal.
Issue [ ] Shares
[ ] Debentures
(check as applicable)
Name __________________________________________________________________________
(Please Print)
Address________________________________________________________________________
(Include Zip Code)
______________________________________________
(Tax Identification or Social Security Number)
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit Shares not tendered or not exchanged by book-entry transfer to the
Book-Entry Transfer Facility account set below:
______________________________________________________
(Book-Entry Transfer Facility Account Number)
Credit Debentures to the Book-Entry Transfer Facility account set below:
______________________________________________________
(Book-Entry Transfer Facility Account Number)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 9)
To be completed ONLY if Shares not tendered or not accepted for exchange or
Debentures are to be sent to someone other than the persons whose signature(s)
appear(s) within this Letter of Transmittal or to an address different from that
shown in the box entitled "Description of Shares" within this Letter of
Transmittal.
Issue [ ] Shares
[ ] Debentures
(check as applicable)
Name___________________________________________________________________________
(Please Print)
Address_________________________________________________________________________
(Include Zip Code)
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ODD LOTS
(See Instruction 12)
To be completed ONLY if Shares are being tendered by or on behalf of a person
who owned beneficially, as of the close of business on March __, 1999, an
aggregate of fewer than 100 shares, and who continues to own all of such Shares
beneficially as of the Expiration Date.
The undersigned either (check one box)
|_| Was the beneficial owner, as of the close of business on March
__, 1999 of an aggregate of fewer than 100 Shares, all of
which are being tendered, or
|_| Is a broker, dealer, commercial bank, trust company or other
nominee which:
(a) is tendering for the beneficial owners thereof, Shares with
respect to which it is the record owner, and
(b) believes, based on representations made to it by such
beneficial owners, that each such person was the beneficial
owner, as of the close of business on March __, 1999 of an
aggregate of fewer than 100 Shares and is tendering all such
Shares.
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INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART
OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES OR
BOOK-ENTRY CONFIRMATION; WITHDRAWAL OF TENDERS.
To tender Shares in the Exchange Offer, physical delivery of certificates for
Shares or confirmation of a book-entry transfer into the Exchange Agent's
account with a Book-Entry Transfer Facility of Shares tendered electronically,
as well as a properly completed and duly executed copy or manually signed
facsimile of this Letter of Transmittal, or in the case of a book-entry
transfer, an Agent's Message, 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 time on the Expiration Date. Tenders of
Shares in the Exchange Offer may be made prior to the Expiration Date in the
manner described in the preceding sentence and otherwise in compliance with this
Letter of Transmittal.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES
AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT, INCLUDING DELIVERY
THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE TRANSMITTED THROUGH ATOP,
IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING SHARES. IF SUCH DELIVERY IS
MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF
SHARES WILL BE ACCEPTED. Except as otherwise provided below, the delivery will
be made when actually received by the Exchange Agent. THIS LETTER OF
TRANSMITTAL, CERTIFICATES FOR THE SHARES AND ANY OTHER REQUIRED DOCUMENTS SHOULD
BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE COMPANY OR DTC.
Shares tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to 5:00 p.m. New York time on the Expiration Date. In order to be valid,
notice of withdrawal of tendered Shares must comply with the requirements set
forth in the Prospectus under the caption "The Exchange Offer -- Withdrawal of
Tenders."
2. GUARANTEED DELIVERY PROCEDURES.
If Holders desire to tender Shares pursuant to the Exchange Offer and (i)
certificates representing such Shares are not lost but are not immediately
available, (ii) time will not permit this Letter of Transmittal, certificates
representing such Holder's Shares and all other required documents to reach the
Exchange Agent prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of Shares in accordance with the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange Offer --
Guaranteed Delivery Procedures."
Pursuant to the guaranteed delivery procedures:
(i) such tender must be made by or through an Eligible Institution;
(ii) prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution at one of the addresses set forth on the cover of
this Letter of Transmittal a properly completed
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and validly executed Notice of Guaranteed Delivery (by manually signed facsimile
transmission, mail or hand delivery) in substantially the form provided with the
Exchange Agent, setting forth the name(s) and address(es) of the registered
Holder(s) and the Shares being tendered and stating that the tender is being
made thereby and guaranteeing that, within three American Stock Exchange
("AMEX") trading days from the Expiration Date, the Letter of Transmittal (or a
manually signed facsimile thereof) properly completed and duly executed, or, in
the case of a book-entry transfer an Agent's Message together with certificates
representing the Shares (or confirmation of book-entry transfer of such Shares
into the Exchange Agent's account at a Book-Entry Transfer Facility), and any
other documents required by this Letter of Transmittal and the instructions
thereto, will be deposited by such Eligible Institution with the Exchange Agent;
and
(iii) this Letter of Transmittal (or a manually signed facsimile thereof),
properly completed and validly executed with any required signature guarantees,
or, in the case of a book-entry transfer, an Agent's Message, together with
certificates for all Shares in proper form for transfer (or a Book-Entry
Confirmation with respect to all tendered Shares), and any other required
documents must be received by the Exchange Agent within three AMEX trading days
after the Expiration Date.
3. PARTIAL TENDERS.
If less than the all of the Shares evidenced by a submitted certificate is
tendered, the tendering Holder must fill in the number tendered in the last
column of the box entitled "Description of Shares" herein. All of the Shares
represented by the certificates delivered to the Exchange Agent will be deemed
to have been tendered, unless otherwise indicated. All Shares not tendered or
not accepted for exchange will be sent (or, if tendered by book-entry transfer,
returned by credit to the account at the Book-Entry Transfer Facility designated
herein) to the Holder unless otherwise provided in the "Special Issuance
Instructions" or "Special Delivery Instructions" boxes of this Letter of
Transmittal.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the Holder(s) of the Shares tendered
hereby the signature(s) must correspond with the name(s) as written on the face
of the certificate(s) without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal is signed by a participant in one of the
Book-Entry Transfer Facilities whose name is shown as the owner of the Shares
tendered hereby, the signature must correspond with the name shown on the
security position listing as the owner of the Shares.
If any of the Shares tendered hereby are registered in the name of two or more
Holders, all such Holders must sign this Letter of Transmittal.
If any tendered Shares are registered in client names on several certificates,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal and any necessary accompanying documents as there are
different names in which certificates are held.
If this Letter of Transmittal or any certificates for Shares or Stock powers 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 so
to act must be submitted with this Letter of Transmittal.
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IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS NOT THE
REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID STOCK POWER WITH
THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A PARTICIPANT IN A
RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION SIGNATURE GUARANTOR").
No signature guarantee is required if (i) this Letter of Transmittal is signed
by the registered Holder(s) of the Shares tendered herewith (or by a participant
in one of the Book-Entry Transfer Facilities whose name appears on a security
position listing as the owner of Shares) and certificates for Debentures or for
any Shares not tendered or not accepted for exchange are to be issued directly
to such Holder(s) or, if tendered by a participant in one of the Book-Entry
Transfer Facilities, any Shares not tendered or not accepted for exchange are to
be credited to such participant's account at such Book-Entry Transfer Facility
and neither the "Special Issuance Instructions" box nor the "Special Delivery
Instructions" box of this Letter of Transmittal has been completed or (ii) such
Shares are tendered for the account of an Eligible Institution.
IN ALL OTHER CASES ALL SIGNATURES ON LETTERS OF TRANSMITTAL ACCOMPANYING SHARES
MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTOR. In all such other cases
(including if this Letter of Transmittal is not signed by the Holder), the
Holder must either properly endorse the certificates for Shares tendered or
transmit a separate, properly completed Stock power with this Letter of
Transmittal (in either case, executed exactly as the name(s) of the registered
Holder(s) appear(s) on such Shares, and, with respect to a participant in a
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of Shares, exactly as the name(s) of the participant(s) appear(s)
on such security position listing), with the signature on the endorsement or
Stock power guaranteed by a Medallion Signature Guarantor, unless such
certificates or Stock powers are executed by an Eligible Institution.
Endorsements on certificates for Shares and signatures on Stock powers provided
in accordance with this Instruction 4 by registered Holders not executing this
Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor.
5. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.
Tendering Holders should indicate in the applicable box or boxes the name and
address to which Shares not tendered or not accepted for exchange or
certificates for Debentures, if applicable, are to be issued or sent, if
different from the name and address of the Holder signing this Letter of
Transmittal. In the case of payment to a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
6. TAXPAYER IDENTIFICATION NUMBER.
Each tendering Holder is required to provide the Exchange Agent with the
Holder's social security or Federal employer identification number, on
Substitute Form W-9 which is provided under "Important Tax Information" below,
or alternatively to establish another basis for exemption from backup
withholding. A Holder must cross out Item (2) in the Certification box in Part
III of Substitute Form W-9 if such Holder is subject to backup withholding.
Failure to provide the information on the form may subject such Holder to 31%
Federal backup withholding tax on any payment made to the Holder with respect to
the Exchange Offer. The appropriate box in Part I of Substitute Form W-9 should
be checked if the tendering or consenting Holder has not been issued a Taxpayer
Identification Number ("TIN") and has either applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part I of Substitute Form W-9
is checked, the Holder
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should also sign the attached Certification of Awaiting Taxpayer Identification
Number. If the Exchange Agent is not provided with a TIN within 60 days
thereafter, the Exchange Agent will withhold 31% on all such payments of the
Debentures until a TIN is provided to the Exchange Agent.
7. TRANSFER TAXES.
The Company will pay all transfer taxes applicable to the exchange and transfer
of Shares pursuant to the Exchange Offer, except if (i) deliveries of
certificates for Shares not tendered or not accepted for exchange are registered
or issued in the name of any person other than the Holder of Shares tendered
thereby, (ii) tendered certificates are registered in the name of any person
other than the person signing this Letter of Transmittal or (iii) a transfer tax
is imposed for any reason other than the exchange of Shares pursuant to the
Exchange Offer, in which case the amount of any transfer taxes (whether imposed
on the registered Holder or 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 taxes will be billed directly to such
tendering Holder.
8. IRREGULARITIES.
All questions as to the form of all documents and the validity (including time
of receipt) and acceptance of all tenders and withdrawals of Shares will be
determined by the Company, in its sole discretion which determination shall be
final and binding. ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF SHARES WILL
NOT BE CONSIDERED VALID. The Company reserves the absolute right to reject any
and all tenders of Shares that are not in proper form or the acceptance of
which, in the Company's opinion, would be unlawful. The Company also reserves
the right to waive any defects, irregularities or conditions of tender as to
particular Shares. The Company's interpretations of the terms and conditions of
the Exchange Offer (including the instructions in this Letter of Transmittal)
will be final and binding. Any defect or irregularity in connection with tenders
of Shares must be cured within such time as the Company determines, unless
waived by the Company. Tenders of Shares shall not be deemed to have been made
until all defects or irregularities have been waived by the Company or cured. A
defective tender (which defect is not waived by the Company or cured by the
Holder) will not constitute a valid tender of Shares and will not entitle the
Holder to Debentures. None of the Company, the Exchange Agent or any other
person will be under any duty to give notice of any defect or irregularity in
any tender or withdrawal of any Shares, or incur any liability to Holders for
failure to give any such notice.
9. WAIVER OF CONDITIONS.
The Company reserves the right, in its reasonable discretion, to amend or waive
any of the conditions to the Exchange Offer.
10. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR SHARES.
Any Holder whose certificates for Shares have been mutilated, lost, stolen or
destroyed should write to or telephone the Exchange Agent (who is also the
Company's transfer agent) at the address or telephone number set forth on the
cover of this Letter of Transmittal for the Exchange Agent.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering Shares and requests for
assistance or additional copies of the Prospectus, this Letter of Transmittal,
the Notice of Guaranteed Delivery or other documents may be directed to the
Exchange Agent, whose address and telephone number appear on the cover of this
Letter of Transmittal.
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12. ODD LOTS.
If the Company purchase less than all Shares tendered before the Expiration Date
because more than 750,000 Shares are tendered, the Shares purchased first will
consist of shares tendered by any stockholder who owned beneficially, as of the
close of business on March __, 1999 and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares and who tenders all of
his or her Shares. This preference will not be available unless the box
captioned "Odd Lots" on page 13 is completed.
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IMPORTANT TAX INFORMATION
Under Federal income tax laws, a Holder who tenders Shares prior to receipt of
the Debentures is required to provide the Exchange Agent with such Holder's
correct TIN on the Substitute Form W-9 below or otherwise establish a basis for
exemption from backup withholding. If such ▇▇▇▇▇▇ is an individual, the TIN is
his or her social security number. If the Exchange Agent is not provided with
the correct TIN, a $50 penalty may be imposed by the Internal Revenue Service
("IRS") and payments, including any Debentures, made to such Holder with respect
to Shares exchanged pursuant to the Exchange Offer may be subject to backup
withholding.
Certain Holders (including among others, all corporations and certain foreign
persons) are not subject to these backup withholding and reporting requirements.
Exempt Holders should indicate their exempt status on the Substitute Form W-9. A
foreign person may qualify as an exempt recipient by submitting to the Exchange
Agent a properly completed IRS Form W-8 signed under penalties of perjury,
attesting to that ▇▇▇▇▇▇'s exempt status. A Form W-8 can be obtained from the
Exchange Agent. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
Holders are urged to consult their own tax advisors to determine whether they
are exempt.
If backup withholding applies, the Exchange Agent is required to withhold 31% of
any payments made to the Holder or other payee. Backup withholding is not an
additional Federal income tax. Rather, the Federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any Debentures, made with
respect to Shares exchanged pursuant to the Exchange Offer, the Holder is
required to provide the Exchange Agent with (i) the Holder's correct TIN by
completing the form below, certifying that the TIN provided on the Substitute
Form W-9 is correct (or that such Holder is awaiting a TIN) and that (A) such
Holder is exempt from backup withholding, (B) the Holder has not been notified
by the IRS that the Holder is subject to backup withholding as a result of
failure to report all interest or dividends or (C) the IRS has notified the
Holder that the Holder is no longer subject to backup withholding, and (ii) if
applicable, an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social security
number or employer identification number) of the registered Holder. If the
Shares are held in more than one name or are held not in the name of the actual
owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
PAYOR'S NAME: THERMWOOD CORPORATION.
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PAYEE INFORMATION (Please print or type):
Individual or business name (if joint account list first and circle the name of
person or entity whose number You furnish in Part 1 below):
_____________________________________________
Check appropriate box:
SUBSTITUTE [ ] Individual/Sole Proprietor
FORM W-9 [ ] Corporation [ ] Partnership [ ] Other
DEPARTMENT OF THE
TREASURY ________________________________________________
INTERNAL REVENUE SERVICE Address
________________________________________________
City, State and Zip Code
PART I TAXPAYER IDENTIFICATION NUMBER ("TIN"):
Enter your TIN in the box at right. For individuals this is your social security
number; for other entities it is your employer identification number. Refer to
the chart in Item A on page 1 of the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "Guidelines") for further
clarification. If you do not have a TIN, see instructions on how to obtain a TIN
in Item C on page 2 of the Guidelines, check the appropriate box below
indicating that you have applied for a TIN and, in addition to the Part III
Certification, sign the attached Certification of Awaiting Taxpayer
Identification Number.
Social security number: _____________________________________________
Employer identification number: _____________________________________________
APPLIED FOR TIN [ ]
PART II PAYEES EXEMPT FROM BACKUP WITHHOLDING:
Check box. (See Item B on page 2 of the Guidelines for further clarification.
Even if you are exempt from backup withholding, you should still complete and
sign the certification below):
Exempt [ ]
REQUEST FOR TAXPAYER CERTIFICATION: You must cross out Item 2
IDENTIFICATION NUMBER AND below if you have been notified by the
CERTIFICATION Internal Revenue Service (the "IRS")
that you are currently subject to backup
withholding because of underreporting
interest or dividends on your tax return
(See page 2 of the Guidelines for
further clarification).
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) and
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2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding, (b) I have not been notified by the 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.
Signature:___________________________________
Date:________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENT 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. YOU MUST
COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX "APPLIED FOR TIN" IN
PART I OF SUBSTITUTE FORM W-9 CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION
NUMBER.
I certify, under penalties of perjury, that a TIN has not been issued to me, and
either (a) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Service Center or Social Security Administration Office or (b) I
intend to mail or deliver an application in the near future. I understand that I
must provide a TIN to the payor within 60 days of submitting this Substitute
Form W-9 and that if I do not provide a TIN to the payor within 60 days, the
payor is required to withhold 31% of all reportable payments thereafter to me
until I furnish the payor with a TIN.
Signature:_________________________________________ Date:_____________________
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