Attached files
Exhibit
99.1
FORM
OF
INSTRUCTIONS
FOR USE OF
PGT,
INC. SUBSCRIPTION RIGHTS CERTIFICATES
CONSULT
THE INFORMATION AGENT, YOUR BANK,
OR
YOUR BROKER AS TO ANY QUESTIONS
The
following instructions relate to a rights offering (the “Rights Offering”) by
PGT, Inc., a Delaware corporation (the “Company”), to the holders of record (the
“Record Holders”) of its common stock, par value $0.01 per share (the “Common
Stock”), as described in the Company’s Prospectus, dated [●], 2010 (the
“Prospectus”). Record Holders of Common Stock at the close of
business, on February 8 , 2010 (the “Record Date”),
are receiving non-transferable subscription rights (the “Rights”) to subscribe
for and purchase shares of the Company’s common stock (the “Underlying
Shares”). An aggregate of [●] Underlying Shares are being offered by
the Prospectus. Each Record Holder will receive one Right for
every 1.75 shares of Common Stock owned of
record as of the Record Date, subject to adjustments to eliminate fractional
rights.
The
Rights will expire, if not exercised, by 5:00 p.m., Eastern Time, on March 12 , 2010, unless extended in the sole discretion of
the Company (as so extended, the “Expiration Date”). After the
Expiration Date, unexercised Rights will be null and void. The
Company will not be obligated to honor any purported exercise of Rights received
by American Stock Transfer & Trust Company,
LLC (the “Subscription Agent”) after 5:00 p.m., Eastern Time, on the
Expiration Date, regardless of when the documents relating to such exercise were
sent. The Company may extend the Expiration Date by giving oral or
written notice to the Subscription Agent on or before the Expiration Date,
followed by a press release no later than 9:00 a.m., Eastern Time, on the next
business day after the previously scheduled Expiration Date. The
Rights are evidenced by Rights certificates (the “Subscription Rights
Certificates”).
Each
whole Right allows the holder thereof to subscribe for one share of Common Stock
(the “Basic Subscription Privilege”) at the cash price of $ 1.50 per share (the “Subscription
Price”). Fractional Rights or cash in lieu of fractional Rights will
not be issued in the Rights Offering. Fractional Rights will be
rounded down to
the nearest whole number. As an example, if you owned 1,000 shares of
Common Stock as of the Record Date, you would receive 571 Rights pursuant to your Basic Subscription Privilege,
and you would have the right to purchase 571
shares of Common Stock in the Rights Offering pursuant to your Basic
Subscription Privilege.
In
addition, each holder of Rights who exercises his Basic Subscription Privilege
in full will be eligible to subscribe (the “Over-Subscription Privilege”) at the
same Subscription Price of $ 1.50 per share, for
additional shares of Common Stock up to the number of shares for which such
holder subscribed under his Basic Subscription Privilege on a pro rata basis if any shares
are not purchased by other holders of Rights under their Basic Subscription
Privileges as of 5:00 p.m., Eastern Time, on the Expiration Date (the “Excess
Shares”). “Pro rata” means in proportion to the number of shares of
Common Stock that all holders of Rights who have fully exercised their Basic
Subscription Privileges on their Common Stock holdings have requested to
purchase pursuant to the Over-Subscription Privilege. Each holder of
Rights may exercise his Over-Subscription Privilege only if he exercised his
Rights under the Basic Subscription Privilege in full and other holders of
Rights do not exercise their Rights under the Basic Subscription Privilege in
full. If there is not a sufficient number of Excess Shares to satisfy
all requests for subscriptions made under the Over-Subscription Privilege, the
Company will allocate the remaining Excess Shares pro rata, after eliminating
all fractional shares, among those Rights holders who exercised their
Over-Subscription Privileges. For the purposes of determining their
eligibility for the Over-Subscription Privilege, holders will be deemed to have
exercised their Basic Subscription Privilege in full if they
subscribe
for the maximum number of whole Underlying Shares available under their Basic
Subscription Privilege. See “The Rights Offering—Subscription
Privileges” in the Prospectus.
The
number of Rights to which you are entitled is printed on the face of your
Subscription Rights Certificate. You should indicate your wishes with
regard to the exercise of your Rights by completing the appropriate portions of
your Subscription Rights Certificate and returning the certificate to the
Subscription Agent in the envelope provided pursuant to the procedures described
in the Prospectus.
YOUR
SUBSCRIPTION RIGHTS CERTIFICATE AND SUBSCRIPTION PRICE PAYMENT, BY CERTIFIED OR
CASHIER’S CHECK DRAWN UPON A UNITED STATES BANK OR BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, MUST BE ACTUALLY RECEIVED BY THE SUBSCRIPTION AGENT
ON OR BEFORE 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE. ONCE A
HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION PRIVILEGE AND THE
OVER-SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED. RIGHTS
NOT EXERCISED ON OR PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE OF
THE RIGHTS OFFERING WILL EXPIRE WITHOUT VALUE.
1.
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Method
of Subscription—Exercise of Rights.
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To
exercise Rights, complete your Subscription Rights Certificate and send the
properly completed and executed Subscription Rights Certificate evidencing such
Rights, with any signatures required to be guaranteed so guaranteed, together
with payment in full of the Subscription Price for each Underlying Share
subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege, to the Subscription Agent so that it will be
actually received by the Subscription Agent on or prior to 5:00 p.m., Eastern
Time, on the Expiration Date. Payment of the Subscription Price will
be held in a segregated account to be maintained by the Subscription Agent until
shares of Common Stock are issued upon the expiration of the Rights Offering and
after all pro rata
allocations and adjustments have been completed. All payments must be made in U.S.
dollars for the full number of Underlying Shares being subscribed for by
cashier’s or certified check drawn upon a United States bank payable to
American Stock
Transfer & Trust Company, LLC , as Subscription Agent, or by wire
transfer of immediately available funds, to the subscription account maintained
by the Subscription Agent at JP Morgan Chase Bank, ABA # 021-000-021, Acct. #
323-213251 , Ref:
PGT, Inc. Please reference your Subscription Rights Certificate number on
your check. Payments will be deemed to have been received by the
Subscription Agent only upon receipt by the Subscription Agent of a cashier’s or
certified check drawn upon a United States bank or a wire transfer of
immediately available funds.
The
Subscription Rights Certificate and payment of the Subscription Price must be
delivered to the Subscription Agent by one of the methods described
below:
If Delivering by
Mail:
American
Stock Transfer & Trust Company, LLC
Operations
Center
Attn:
Reorganization Department
P.O.
Box 2042
New
York, New York 10272-2042
Phone:
Toll-free (877) 248-6417
(718)
921-8317
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If Delivering by Hand
or Courier:
American
Stock Transfer & Trust Company, LLC
Operations
Center
Attn:
Reorganization Department
6201
15th Avenue
Brooklyn,
New York 11219
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Delivery
to any address or by a method other than those set forth above will not
constitute valid delivery.
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If
you have any questions, require assistance regarding the method of exercising
rights or require additional copies of relevant documents, please contact the
Information Agent, Innisfree M&A Incorporated ,
at (888) 750-5834 (for stockholders) or collect at (212)
750-5833 (for banks and brokers).
When
making arrangements with your bank or broker for the delivery of funds on your
behalf, you may also request such bank or broker to exercise the Subscription
Rights Certificate on your behalf.
Banks,
brokers, and other nominee holders of Rights who exercise the Basic Subscription
Privilege and the Over-Subscription Privilege on behalf of beneficial owners of
Rights will be required to certify to the Subscription Agent and the Company, in
connection with the exercise of the Over-Subscription Privilege, as to the
aggregate number of Rights that have been exercised and the number of Underlying
Shares that are being subscribed for pursuant to the Over-Subscription
Privilege, by each beneficial owner of Rights (including such nominee itself) on
whose behalf such nominee holder is acting. If more Excess Shares are
subscribed for pursuant to the Over-Subscription Privilege than are available
for sale, the Excess Shares will be allocated, as described above, among
beneficial owners exercising the Over-Subscription Privilege in proportion to
such owners’ request of Rights pursuant to the Over-Subscription
Privilege.
If
the aggregate Subscription Price paid by you is insufficient to purchase the
number of Underlying Shares subscribed for, or if no number of Underlying Shares
to be purchased is specified, then you will be deemed to have exercised your
subscription rights under the Basic Subscription Privilege to purchase
Underlying Shares to the full extent of the payment tendered.
If
the aggregate Subscription Price paid by you exceeds the amount necessary to
purchase the number of Underlying Shares for which you have indicated an
intention to subscribe, then the remaining amount will be returned to you by
mail, without interest or deduction, promptly after the Expiration Date and
after all pro rata
allocations and adjustments contemplated by the terms of the Rights Offering
have been effected.
2.
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Issuance
of Common Stock.
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Following
the receipt of a properly completed and executed Subscription Rights
Certificate, together with the payment of the Subscription Price for each
Underlying Share subscribed for, and promptly after all pro rata allocations and
adjustments contemplated by the terms of the Rights Offering have been effected,
the following deliveries and payments will be made to the address shown on the
face of your Subscription Rights Certificate, or, if you hold your shares in
book-entry form, such deliveries and payments will be in the form of a credit to
your account:
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a.
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Basic Subscription
Privilege: The Subscription Agent will deliver to each exercising
Rights holder the number of shares of Common Stock purchased pursuant to
the Basic Subscription Privilege. See “The Rights
Offering—Subscription Privileges—Basic Subscription Privilege” in the
Prospectus.
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b.
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Over-Subscription
Privilege: The Subscription Agent will deliver to each Rights
holder who validly exercises the Over-Subscription Privilege the number of
shares of Common Stock, if any, allocated to such Rights holder pursuant
to the Over-Subscription Privilege. See “The Rights
Offering—Subscription Privileges—Over-Subscription Privilege” in the
Prospectus.
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c.
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Excess Cash Payments:
The Subscription Agent will mail to each Rights holder who exercises the
Over-Subscription Privilege any excess amount, without interest or
deduction, received in
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payment
of the Subscription Price for Excess Shares that are subscribed for by
such Rights holder but not allocated to such Rights holder pursuant to the
Over-Subscription Privilege. See “The Rights
Offering—Subscription Privileges—Return of Excess Payment” in the
Prospectus.
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3.
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Sale,
Transfer, or Assignment of Rights.
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Rights
may not be sold, transferred, or assigned; provided, however, that Rights
are transferable by operation of law (for example, the transfer of Rights to the
estate of a recipient upon the recipient’s death).
4.
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Commissions,
Fees, and Expenses.
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The
Company will pay all fees and expenses of the Subscription Agent and the
Information Agent related to their acting in such roles in connection with the
Rights Offering. The Company has also agreed to indemnify the
Subscription Agent and the Information Agent from certain liabilities that they
may incur in connection with the Rights Offering. However, all
commissions, fees, and other expenses (including brokerage commissions and fees
and transfer taxes) incurred in connection with the exercise of Rights will be
for the account of the transferor of the Rights, and none of such commissions,
fees, or expenses will be paid by the Company, the Information Agent, or the
Subscription Agent.
5.
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Execution.
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a.
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Execution by Registered
Holder. The signature on the Subscription Rights
Certificate must correspond with the name of the registered holder exactly
as it appears on the face of the Subscription Rights Certificate without
any alteration, enlargement or change whatsoever. Persons who
sign the Subscription Rights Certificate in a representative or other
fiduciary capacity on behalf of a registered holder must indicate their
capacity when signing and, unless waived by the Subscription Agent in its
sole and absolute discretion, must present to the Subscription Agent
satisfactory evidence of their authority so to
act.
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b.
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Signature
Guarantees. If you are neither a registered holder (or
signing in a representative or other fiduciary capacity on behalf of a
registered holder) nor an eligible institution, such as a member firm of a
registered national securities exchange or a member of the Financial
Industry Regulatory Authority or a commercial bank or trust company having
an office or correspondent in the United States, your signature must be
guaranteed by such an eligible
institution.
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6.
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Method
of Delivery to Subscription Agent.
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The
method of delivery of Subscription Rights Certificates and payment of the
Subscription Price to the Subscription Agent will be at the election and risk of
the Rights holder, but, if sent by mail, it is recommended that such
certificates and payments be sent by registered mail, properly insured, with
return receipt requested and that a sufficient number of days be allowed to
ensure delivery to the Subscription Agent and the clearance of payment prior to
5:00 p.m., Eastern Time, on the Expiration Date.
7.
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Special
Provisions Relating to the Delivery of Rights through the Depository Trust
Company.
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In
the case of Rights that are held of record through the Depository Trust Company
(the “Book-Entry Transfer Facility”), exercises of Rights under the Basic
Subscription Privilege and the Over-Subscription Privilege may be effected by
instructing the Book-Entry Transfer Facility to transfer Rights from the
Book-Entry Transfer Facility account of such holder to the Book-Entry Transfer
Facility account of the Subscription Agent, together with certification as to
the aggregate number of Rights exercised and the number of Underlying Shares
thereby subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege by each
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beneficial
owner of Rights on whose behalf such nominee is acting, and payment of the
Subscription Price for each share of Common Stock subscribed for pursuant to the
Basic Subscription Privilege and the Over-Subscription Privilege. See
the Company’s “Letter to Stockholders Who Are Record Holders” and the “Nominee
Holder Certification.”
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