<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>9
<FILENAME>l93742exv99wa.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                                    EXHIBIT 99-A

                             LETTER OF TRANSMITTAL

                                DANA CORPORATION

                               OFFER TO EXCHANGE

                     ALL OUTSTANDING 10 1/8% NOTES DUE 2010
                        ($250,000,000 PRINCIPAL AMOUNT)

                                      FOR

                             10 1/8% NOTES DUE 2010
                        ($250,000,000 PRINCIPAL AMOUNT)
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
            TIME, ON           , 2002, UNLESS THE OFFER IS EXTENDED

                 The Exchange Agent for the Exchange Offer is:

                                 CITIBANK, N.A.

       By Registered or Certified Mail or By Hand or Overnight Delivery:

                                 Citibank, N.A.
                                111 Wall Street
                                   15th Floor
                            New York, New York 10005
                      Attention: Agency and Trust Services

                          Reference: Dana Corporation

                 By Facsimile (for Eligible Institution Only):

                                 (212) 825-3483

                             Confirm by Telephone:

                                 (800) 422-2066

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.

     The undersigned hereby acknowledges receipt of the Prospectus dated
          , 2002 (the "Prospectus") of Dana Corporation, a Virginia corporation
(the "Company"), and this Letter of Transmittal (this "Letter of Transmittal"),
which together constitute the Company's offer (the "Exchange Offer") to exchange
each $1,000 in principal amount of its 10 1/8% Notes due 2010, (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
10 1/8% Notes due 2010 (the "Outstanding Notes"). The term "Expiration Date"
shall mean 5:00 p.m., New York City
<PAGE>

time, on           , 2002, unless the Company, in its reasonable judgment,
extends the Exchange Offer, in which case the term shall mean the latest date
and time to which the Exchange Offer is extended.

     Because all of the Outstanding Notes are held in book-entry accounts
maintained by the Exchange Agent at The Depository Trust Company ("DTC"), the
Letter of Transmittal need not be manually executed; provided, however, that
tenders of Outstanding Notes must be effected in accordance with the procedures
mandated by DTC's Automated Tender Offer Program ("ATOP"). To tender outstanding
notes in this manner, the electronic instructions sent to DTC transmitted to the
Exchange Agent must contain your acknowledgement of receipt of and your
agreement to be bound by and to make all of the representations in the Letter of
Transmittal. In all other cases, a Letter of Transmittal must be manually
executed and delivered as described herein.

     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
OR THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

                                        2
<PAGE>

     List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, certificate or registration
numbers and principal amounts should be listed on a separately signed schedule
affixed hereto.

<Table>
<S>                                                          <C>              <C>              <C>
---------------------------------------------------------------------------------------------------------------
                             DESCRIPTION OF 10 1/8% NOTES DUE 2010 TENDERED HEREBY
---------------------------------------------------------------------------------------------------------------
                                                                                 AGGREGATE
                                                                                 PRINCIPAL
                                                                                   AMOUNT
           NAME(S) AND ADDRESS(ES) OF REGISTERED                                REPRESENTED
                 OUTSTANDING NOTE HOLDER(S)                   CERTIFICATE OR         BY           PRINCIPAL
                                                               REGISTRATION     OUTSTANDING         AMOUNT
                      (PLEASE FILL IN)                          NUMBER(S)*         NOTES*         TENDERED**
---------------------------------------------------------------------------------------------------------------

                                                             ---------------------------------------------

                                                             ---------------------------------------------

                                                             ---------------------------------------------

                                                             ---------------------------------------------
                                                                  TOTAL
---------------------------------------------------------------------------------------------------------------
  * Need not be completed by Holders tendering by book-entry transfer.
 ** Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount
    represented by such Outstanding Notes. All tenders must be in integral multiples of $1,000 for the Notes.
---------------------------------------------------------------------------------------------------------------
</Table>

This Letter of Transmittal is to be used (i) if certificates for Outstanding
Notes are to be forwarded herewith or (ii) tender of the Outstanding Notes is to
be made according to the guaranteed delivery procedures described in the
prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures." See Instruction 2. Delivery of documents to a book-entry transfer
facility does not constitute delivery to the Exchange Agent.

The term "Holder" with respect to the Exchange Offer means any person in whose
name Outstanding Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Outstanding Notes must
complete this Letter of Transmittal in its entirety.

[ ]  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
     COMPLETE THE FOLLOWING:

    Name of Tendering Institution
    ----------------------------------------------------------------------------

    Account Number
    ----------------------------------                   Transaction Code Number
    ----------------------------------------

     Holders whose Outstanding Notes are not immediately available or who cannot
deliver their Outstanding Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their Outstanding
Notes according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." See
Instruction 2.

[ ]  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
     NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

    Name of Registered Holder(s)
    ----------------------------------------------------------------------------

    Name of Eligible Institution that Guaranteed Delivery
             -------------------------------------------------------------------

    IF DELIVERY BY BOOK-ENTRY TRANSFER:

    Account Number
    ----------------------------------                   Transaction Code Number
    ----------------------------------------

                                        3
<PAGE>

[ ]  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:
    ----------------------------------------------------------------------------

    ----------------------------------------------------------------------------

                                        4
<PAGE>

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of the
Outstanding Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of such Outstanding Notes tendered hereby, the
undersigned hereby exchanges, assigns and transfers to, or upon the order of,
the Company all right, title and interest in and to such Outstanding Notes as
are being tendered hereby, including all rights to accrued and unpaid interest
thereon as of the Expiration Date. The undersigned hereby irrevocable
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that said Exchange
Agent acts as the agent of the Company in connection with the Exchange Offer) to
cause the Outstanding Notes to be assigned, transferred and exchanged. The
undersigned represents and warrants that it has full power and authority to
tender, exchange, assign and transfer the Outstanding Notes and to acquire
Exchange Notes issuable upon the exchange of such tendered Outstanding Notes,
and that when the same are accepted for exchange, the Company will acquire good
and unencumbered title to the tendered Outstanding Notes, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim.

     The undersigned represents to the Company that (i) the Exchange Notes
acquired pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the undersigned, and (ii) neither the undersigned nor any such
other person is engaged or intends to engage in, or has an arrangement or
understanding with any person to participate in, the distribution of such
Exchange Notes. If the undersigned or the person receiving the Exchange Notes
covered hereby is a broker-dealer that is receiving the Exchange Notes for its
own account in exchange for Outstanding Notes that were acquired as a result of
market-making activities or other trading activities, the undersigned
acknowledges that it or such other person 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
and any such other person acknowledges that, if they are participating in the
Exchange Offer for the purposes of distributing the Exchange Notes, (i) they
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with the resale transaction and (ii) failure to
comply with such requirements in such instance could result in the undersigned
or any such other person incurring liability under the Securities Act for which
such persons are not indemnified by the Company. If the undersigned or the
person receiving the Exchange Notes covered by this letter is an affiliate (as
defined under Rule 405 of the Securities Act) of the Company, the undersigned
represents to the Company that the undersigned understands and acknowledges that
such Exchange Notes may not be offered for resale, resold or otherwise
transferred by the undersigned or such other person without registration under
the Securities Act or an exemption therefrom.

     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
tendered Outstanding Notes or transfer ownership of such Outstanding Notes on
the account books maintained by a book-entry transfer facility.

     The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "Exchange Offer -- Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived, in whole
or in part, by the Company), as more particularly set forth in the Prospectus,
the Company may not be required to exchange any of the Outstanding Notes
tendered hereby and, in such event, the Outstanding Notes not exchanged will be
returned to the undersigned at the address shown below the signature of the
undersigned.

     All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at
any time prior to the Expiration Date.

                                        5
<PAGE>

     Unless otherwise indicated in the box entitled "Special Registration
Instruction" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all Exchange Notes delivered in exchange for
tendered Outstanding Notes, and any Outstanding Notes delivered herewith but not
exchanged, will be registered in the name of the undersigned and shall be
delivered to the undersigned at the address shown below the signature of the
undersigned. If an Exchange Note is to be issued to a person other than the
person(s) signing this Letter of Transmittal, or if an Exchange Note is to be
mailed to someone other than the person(s) signing this Letter of Transmittal or
to the person(s) signing this Letter of Transmittal at an address different than
the address shown on this Letter of Transmittal, the appropriate boxes of this
Letter of Transmittal should be completed. If Outstanding Notes are surrendered
by Holder(s) that have completed either the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, signatures(s) on this Letter of Transmittal must be guaranteed
by an Eligible Institution (defined in Instruction 2).

                       SPECIAL REGISTRATION INSTRUCTIONS

     To be completed ONLY if the Exchange Notes are to be issued in the name of
someone other than the undersigned.

Name:
----------------------------------------

Address:
--------------------------------------

------------------------------------------------

Book-Entry Transfer Facility Account:

------------------------------------------------

Employer Identification or Social Security Number:

------------------------------------------------
                             (PLEASE PRINT OR TYPE)

                         SPECIAL DELIVERY INSTRUCTIONS

     To be completed ONLY if the Exchange Notes are to be sent to someone other
than the undersigned, or the undersigned at an address other than that shown
under "Description of 10 1/8% Notes due 2010 Tendered Hereby."

Name:
----------------------------------------

Address:
--------------------------------------

------------------------------------------------

Employer Identification or Social Security Number:

------------------------------------------------
                             (PLEASE PRINT OR TYPE)

                                        6
<PAGE>

              REGISTERED HOLDER(S) OF OUTSTANDING NOTES SIGN HERE
               (IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)

X
--------------------------------------------------------------------------------

X
--------------------------------------------------------------------------------

Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Outstanding Notes or on a security position listing as the owner of the
Outstanding Notes or by person(s) authorized to become registered holders(s) by
properly completed bond powers transmitted herewith. If signature is by
attorney-in-fact, trustee, executor, administrator, guardian, officer of a
corporation or other person acting in a fiduciary capacity, please provide the
following information (please print or type):

<Table>
<S>                                                       <C>
                                                                          SIGNATURE GUARANTEE
---------------------------------------------------               (IF REQUIRED -- SEE INSTRUCTION 4)
          NAME AND CAPACITY (FULL TITLE)
                                                          ---------------------------------------------------
---------------------------------------------------                 (SIGNATURE OF REPRESENTATIVE OF
                                                                         SIGNATURE GUARANTOR)
---------------------------------------------------
                                                          ---------------------------------------------------
                                                                           (NAME AND TITLE)
---------------------------------------------------
           ADDRESS (INCLUDING ZIP CODE)
                                                          ---------------------------------------------------
                                                                            (NAME OF PLAN)
---------------------------------------------------
         (AREA CODE AND TELEPHONE NUMBER)
                                                          ---------------------------------------------------
                                                                   (AREA CODE AND TELEPHONE NUMBER)
---------------------------------------------------
        (TAXPAYER IDENTIFICATION OR SOCIAL
                   SECURITY NO.)
                                                                 Dated: ________________________, 2002
       Dated: ________________________, 2002
</Table>

                                        7
<PAGE>

<Table>
<S>                          <C>                                                      <C>            <C>                 <C>
----------------------------------------------------------------------------------------------------------------------------
                                               PAYOR'S NAME: DANA CORPORATION
----------------------------------------------------------------------------------------------------------------------------

  SUBSTITUTE                  PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT   Social Security Number
  FORM W-9                    AND CERTIFY BY SIGNING AND DATING BELOW                 ------------------------------
                                                                                      OR
                                                                                      ------------------------------
                                                                                      Employer Identification Number
                             -----------------------------------------------------------------------------------------------
                              PART 2 -- CERTIFICATION -- Under Penalties of
                              Perjury, I certify that:
  PAYER'S REQUEST FOR         (1) The number shown on this form is my correct Taxpayer Identification Number (or I am
  TAXPAYER                    waiting for a number to be issued to me) and
  IDENTIFICATION              (2) I am not subject to backup withholding because (a) I am exempt from backup
  NUMBER ("TIN")              withholding, (b) I have not been notified by the Internal Revenue Service ("IRS") that I
                                  am subject to backup withholding, as a result of a failure to report all interest or
                                  dividends, or (c) the IRS has notified me that I am no longer subject to backup
                                  withholding.
                             -----------------------------------------------------------------------------------------------

                              CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2
                              above if you have been notified by the IRS that you are subject to
                              backup withholding because you have failed to report all interest or
                              dividends on your tax return. However, if after being notified by
                              the IRS that you were subject to backup withholding you received
                              another notification from the IRS stating that you are no longer
                                                                                                     PART 3 --
                              subject to backup withholding, do not cross out item (2).
                              Signature -------------------------------------------------- Date      Awaiting TIN [ ]
                              -------------, 2002
                              Name (Please Print)
                              ----------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
</Table>

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
       OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND THE
       SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
       TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
       DETAILS.

         YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
                     BOX IN PART 3 OF SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

   I certify under penalties of perjury that a taxpayer identification number
   has not been issued to me, and either (a) I have mailed or delivered an
   application to receive a taxpayer identification number to the appropriate
   Internal Revenue Service Center or Social Security Administration Office
   or (b) I intend to mail or deliver an application in the near future. I
   understand that if I have not provided a taxpayer identification number,
   31% of all reportable payments made to me will be withheld until I provide
   a number.

<Table>
<S>                                                           <C>
Signature                                                     Date ----------------------,
------------------------------------------------------------              2002

Name (Please Print)
------------------------------------------------------------------------------------------
</Table>

--------------------------------------------------------------------------------

                                        8
<PAGE>

                     INSTRUCTIONS TO LETTER OF TRANSMITTAL

                    FORMING PART OF THE TERMS AND CONDITIONS
                             OF THE EXCHANGE OFFER

     1.  DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES.  All
physically delivered Outstanding Notes or confirmation of any book-entry
transfer to the Exchange Agent's account at a book-entry transfer facility of
Outstanding Notes tendered by book-entry transfer, as well as a properly
completed and duly executed copy of this Letter of Transmittal or facsimile
thereof, and any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth herein on or prior to
expiration of the Exchange Offer (the "Expiration Date"). The method of delivery
of this Letter of Transmittal, the Outstanding Notes and any other required
documents is at the election and risk of the Holder, and except as otherwise
provided below, the delivery will be deemed made only when actually received by
the Exchange Agent. If such delivery is by mail, it is suggested that registered
mail with return receipt requested, properly insured, be used.

     No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof) or otherwise complying with the tender procedures set forth
in the Prospectus, shall waive any right to receive notice of the acceptance of
the Outstanding Notes for exchange.

     Delivery to an address other than as set forth herein, or instruction via a
facsimile number other than the one set forth herein, will not constitute a
valid delivery.

     2.  GUARANTEED DELIVERY PROCEDURES.  Guarantee of delivery procedures are
applicable to the Outstanding Notes. Holders who wish to tender their
Outstanding Notes, but whose Outstanding Notes are not immediately available and
thus cannot deliver their Outstanding Notes, the Letter of Transmittal or any
other required documents to the Exchange Agent (or comply with the procedures
for book-entry transfer) prior to the Expiration Date, may effect a tender if:

          (a) the tender if made through a member firm of a registered national
     securities exchange or of the National Association of Securities Dealers,
     Inc., a commercial bank or trust company having an office or correspondent
     in the United States or an "eligible guarantor institution" within the
     meaning of Rule 17Ad-15 under the Exchange act (an "Eligible Institution");

          (b) prior to the Expiration Date, the Exchange Agent receives from
     such Eligible Institution a properly completed and duly executed Notice of
     Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
     setting forth the name and address of the Holder, the registration
     number(s) of such Outstanding Notes and the principal amount of Outstanding
     Notes tendered, stating that the tender is being made thereby and
     guaranteeing that, within three New York Stock Exchange trading days after
     the Expiration Date, the Letter of Transmittal (or facsimile thereof),
     together with the Outstanding Notes (or a confirmation of book-entry
     transfer of such Notes into the Exchange Agent's account at DTC) and any
     other documents required by the Letter of Transmittal, will be deposited by
     the Eligible Institution with the Exchange Agent; and

          (c) such properly completed and executed Letter of Transmittal (or
     facsimile thereof), as well as tendered Outstanding Notes in proper form
     for transfer (or a confirmation of book-entry transfer of such Outstanding
     Notes into the Exchange Agent's account at DTC) and all other documents
     required by the Letter of Transmittal, are received by the Exchange Agent
     within three New York Stock Exchange trading days after the Expiration
     Date.

     Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Outstanding Notes according to the
guaranteed delivery procedures set forth above. Any Holder who wishes to tender
Outstanding Notes pursuant to the guaranteed delivery procedures described above
must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
relating to such Outstanding Notes prior to the Expiration Date. Failure to
comply with the guaranteed delivery procedures

                                        9
<PAGE>

outlined above will not, of itself, affect the validity or effect a revocation
of any Letter of Transmittal form properly completed and executed by a Holder
who attempted to use the guaranteed delivery procedures.

     3.  PARTIAL TENDERS; WITHDRAWALS.  If less than the entire principal amount
of Outstanding Notes evidenced by a submitted certificate is tendered, the
tendering Holder should fill in the principal amount tendered in the column
entitled "Principal Amount Tendered" in the box entitled "Description of 10 1/8%
Notes due 2010 Tendered Hereby." A newly issued Outstanding Note for the
principal amount of Outstanding Notes submitted but not tendered will be sent to
such Holder as soon as practicable after the Expiration Date. All Outstanding
Notes delivered to the Exchange Agent will be deemed to have been tendered in
full unless otherwise indicated.

     Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time prior to the Expiration Date, after which tenders of Outstanding
Notes are irrevocable. To be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Exchange Agent
or the Holder must otherwise comply with the withdrawal procedures of DTC, as
described in the Prospectus. Any such notice of withdrawal must (i) specify the
name of the person having deposited the Outstanding Notes to be withdrawn (the
"Depositor"), (ii) identify the Outstanding Notes to be withdrawn (including the
registration number(s) and principal amount of such Outstanding Notes, or, in
the case of Outstanding Notes transferred by book-entry transfer, the name and
number of the account at DTC, to be credited), (iii) be signed by the Holder in
the same manner as the original signature on this Letter of Transmittal
(including any required signature guarantees) or be accompanied by documents of
transfer sufficient to have the Trustee with respect to the Outstanding Notes
register the transfer of such Outstanding Notes into the name of the person
withdrawing the tender and (iv) specify the name in which any such Outstanding
Notes are to be registered, if different from that of the Depositor. All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by the Company, whose determination shall be
final and binding on all parties. Any Outstanding Notes so withdrawn will be
deemed not to have been validly tendered for purposes of the Exchange Offer and
no Exchange Notes will be issued with respect thereto unless the Outstanding
Notes so withdrawn are validly retendered. Any Outstanding Notes which have been
tendered but which are not accepted for exchange will be returned to the Holder
thereof without cost to such Holder as soon as practicable after withdrawal,
rejection of tender or termination of the Exchange Offer.

     4.  SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.  If this Letter of Transmittal is signed
by the registered Holder(s) of the Outstanding Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificates without alteration or enlargement or any change whatsoever. If this
Letter of Transmittal is signed by a participant in DTC, the signature must
correspond with the name as it appears on the security position listing as the
owner of the Outstanding Notes.

     If any of the Outstanding Notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.

     If a number of Outstanding Notes registered in different names are
tendered, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
Outstanding Notes.

     Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution unless the
Outstanding Notes tendered hereby are tendered (i) by a registered Holder who
has not completed the box entitled "Special Registration Instructions" or
"Special Deliver Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution.

     If this Letter of Transmittal is signed by the registered Holder or Holders
of Outstanding Notes (which term, for the purposes described herein, shall
include a participant in DTC whose name appears on a security position listing
as the owner of the Outstanding Notes) listed and tendered hereby, no
endorsements of the tendered Outstanding Notes or separate written instruments
of transfer or exchange are required. In any other case, the registered Holder
(or acting Holder) must either properly endorse the Outstanding Notes or
transmit properly completed bond powers with this Letter of Transmittal (in
either case, executed exactly as the

                                        10
<PAGE>

name(s) of the registered Holder(s) appear(s) on the Outstanding Notes, and,
with respect to a participant in DTC, whose name appears on a security position
listing as the owner of the Outstanding Notes, exactly as the name of the
participant appears on such security position listing), with the signature on
the Outstanding Notes or bond power guaranteed by an Eligible Institution
(except where the Outstanding Notes are tendered for the account of an Eligible
Institution).

     If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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.

     5.  SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.  Tendering Holders
should indicate, in the applicable box, the name and address (or account at DTC)
in which the Exchange Notes or substitute Outstanding Notes for principal
amounts not tendered or not accepted for exchange are to be issued (or
deposited), if different from the names and addresses or accounts of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification number or social security number of the person named
must also be indicated and the tendering Holder should complete the applicable
box.

     If no instructions are given, the Exchange Notes (and any Outstanding Notes
not tendered or not accepted) will be issued in the name of and sent to the
acting Holder of the Outstanding Notes or deposited at such Holder's account at
DTC.

     6.  TRANSFER TAXES.  The Company shall pay all transfer taxes, if any,
applicable to the transfer and exchange of Outstanding Notes to it or its order
pursuant to the Exchange Offer. If a transfer tax is imposed for any reason
other than the transfer and exchange of Outstanding Notes to the Company or its
order pursuant to the Exchange Offer, the amount of any such transfer taxes
(whether imposed on the registered Holder or any other person) will be payable
by the tendering Holder. If satisfactory evidence of payment of such taxes or
exception therefrom is not submitted herewith, the amount of such transfer taxes
will be collected from the tendering Holder by the Exchange Agent.

     Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the Outstanding Notes listed in this Letter of
Transmittal.

     7.  WAIVER OF CONDITIONS.  The Company reserves the right, in its
reasonable judgment, to waive, in whole or in part, any of the conditions to the
Exchange Offer set forth in the Prospectus.

     8.  MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.  Any Holder
whose Outstanding Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions.

     9.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.  Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number(s) set forth above.

     10.  VALIDITY AND FORM.  All questions as to the validity, form,
eligibility (including time of receipt), acceptance of tendered Outstanding
Notes and withdrawal of tendered Outstanding Notes will be determined by the
Company in its sole discretion, which determination will be final and binding.
The Company reserves the absolute right to reject any and all Outstanding Notes
not properly tendered or any Outstanding Notes the Company's acceptance of which
would, in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right, in its reasonable judgment, to waive any defects,
irregularities or conditions of tender as to particular Outstanding Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Outstanding Notes must be cured within such time as
the Company shall determine. Although the Company intends to notify Holders of
defects or irregularities with respect to tenders of Outstanding Notes, neither
the Company, the Exchange Agent nor any other person shall incur any liability
for failure to give such notification. Tenders of Outstanding

                                        11
<PAGE>

Notes will not be deemed to have been made until such defects or irregularities
have been cured or waived. Any Outstanding Notes received by the Exchange Agent
that are not properly tendered and as to which the defects or irregularities
have not been cured or waived will be returned by the Exchange Agent to the
tendering Holder as soon as practicable following the Expiration Date.

                           IMPORTANT TAX INFORMATION

     Under federal income tax law, a Holder tendering Outstanding Notes is
required to provide the Exchange Agent with such Holder's correct TIN on
Substitute Form W-9 above. If such Holder is an individual, the TIN is the
Holder's social security number. The Certificate of Awaiting Taxpayer
Identification Number should be completed if the tendering Holder has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future. If the Exchange Agent is not provided with the correct TIN, the
Holder may be subject to a $50 penalty imposed by the IRS. In addition, payments
that are made to such Holder with respect to tendered Outstanding Notes may be
subject to backup withholding.

     Certain Holders (including, among others, all U.S. domestic corporations
and certain non-U.S. individuals and non-U.S. entities) are not subject to these
backup withholding and reporting requirements. A United States Holder who
satisfies one or more of the conditions set forth in Part 2 of the Substitute
Form W-9 should execute the certification following such Part 2. Non-United
States Holders must submit a properly completed IRS Form W-8BEN or similar form
to avoid backup withholding. IRS Form W-8BEN or such similar form may be
obtained by contacting the Exchange Agent at the address on the face of this
Letter of Transmittal.

     If backup withholding applies, the Exchange Agent is required to withhold
31% of any amounts otherwise payable to the Holder. Backup withholding is not an
additional tax. Rather, the 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
that are made to a Holder with respect to Outstanding Notes tendered for
exchange, the Holder is required to notify the Exchange Agent of his or her
correct TIN by completing the form herein certifying that the TIN provided on
Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that
(i) such Holder is exempt, (ii) such Holder has not been notified by the IRS
that he or she is subject to backup withholding as a result of failure to report
all interest or dividends or (iii) the IRS has notified such Holder that he or
she is no longer subject to backup withholding.

     WHAT NUMBER TO GIVE THE EXCHANGE AGENT.  Each Holder is required to give
the Exchange Agent the social security number or employer identification number
of the record Holder(s) of the Notes. If Outstanding Notes are in more than one
name or are not in the name of the actual Holder, consult the instructions on
IRS Form W-9, which may be obtained from the Exchange Agent, for additional
guidance on which number to report.

     CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER.  If the tendering
Holder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, write "APPLIED FOR" in the space for the
TIN on Substitute Form W-9, sign and date the form and the Certificate of
Awaiting Taxpayer Identification Number and return them to the Exchange Agent.
If such certificate is completed and the Exchange Agent is not provided with the
TIN within 60 days, the Exchange Agent will withhold 31% of all payments made
thereafter until a TIN is provided to the Exchange Agent.

     IMPORTANT:  This Letter of Transmittal or a facsimile thereof (together
with Outstanding Notes or confirmation of book-entry transfer and all other
required documents) or a Notice of Guaranteed Delivery must be received by the
Exchange Agent on or prior to the Expiration Date.

                                        12
<PAGE>

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.

<Table>
<Caption>
------------------------------------------------------------
                                              GIVE THE
                                           SOCIAL SECURITY
       FOR THIS TYPE OF ACCOUNT:            NUMBER OF --
------------------------------------------------------------
<C>  <S>                                 <C>
 1.  An individual's account             The individual
 2.  Two or more individuals (joint      The actual owner of
     account)                            the account or, if
                                         combined funds, the
                                         first individual on
                                         the account(1)
 3.  Husband and wife (joint account)    The actual owner of
                                         the account or, if
                                         joint funds, either
                                         person(1)
 4.  Custodian account of a minor        The minor(2)
     (Uniform Gift to Minors Act)
 5.  Adult and minor (joint account)     The adult or, if
                                         the minor is the
                                         only contributor,
                                         the minor(1)
 6.  Account in the name of guardian or  The ward, minor, or
     committee for a designated ward,    incompetent
     minor, or incompetent person        person(3)
 7.  a. The usual revocable savings      The grantor-
        trust account (grantor is also   trustee(1)
        a trustee)
     b. So-called trust account that is  The actual owner(1)
        not a legal or valid trust
        under State law
 8.  Sole proprietorship account         The owner(4)
------------------------------------------------------------
</Table>

<Table>
<Caption>
------------------------------------------------------------
                                          GIVE THE EMPLOYER
                                           IDENTIFICATION
       FOR THIS TYPE OF ACCOUNT:            NUMBER OF --
------------------------------------------------------------
<C>  <S>                                 <C>
 9.  A valid trust, estate or pension    Legal entity (Do
     trust                               not furnish the
                                         identifying number
                                         of the personal
                                         representative or
                                         trustee unless the
                                         legal entity itself
                                         is not designated
                                         in the account
                                         title)(5)
10.  Corporate account                   The corporation
11.  Religious, charitable or            The organization
     educational organization account
12.  Partnership account held in the     The partnership
     name of the business
13.  Association, club or other tax-     The organization
     exempt organization
14.  A broker or registered nominee      The broker or
                                         nominee
15.  Account with the Department of      The public entity
     Agriculture in the name of a
     public entity (such as a State or
     local government, school district
     or prison) that receives
     agricultural program payments
------------------------------------------------------------
</Table>

(1) List first and circle the name of the person whose number you furnish. If
    only one person on a joint account has a SSN, that person's number must be
    furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
    person's Social Security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.
<PAGE>

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on payments include the
following:
  - A corporation.
  - A financial institution.
  - An organization exempt from tax under section 501(a), or an individual
    retirement plan, or a custodial account under section 403(b)(7), if the
    account satisfies the requirements of section 401(f)(2).
  - The United States or any agency or instrumentality thereof.
  - A State, the District of Columbia, a possession of the United States, or any
    subdivision or instrumentality thereof.
  - A foreign government, a political subdivision of a foreign government, or
    any agency or instrumentality thereof.
  - An international organization or any agency, or instrumentality thereof.
  - A registered dealer in securities or commodities registered in the U.S. or a
    possession of the U.S.
  - A real estate investment trust.
  - A common trust fund operated by a bank under section 584(a).
  - An exempt charitable remainder trust, or a non-exempt trust described in
    section 4947(a)(1).
  - An entity registered at all times under the Investment Company Act of 1940.
  - A foreign central bank issue.
  Payments of dividends and patronage dividends not generally subject to backup
withholding including the following:
  - Payments to nonresident aliens subject to withholding under section 1441.
  - Payments of patronage dividends where the amount received is not paid in
    money.
  - Payments made by certain foreign organizations.
  - Section 404(k) payments made by an ESOP.
  Payments of interest not generally subject to backup withholding include the
following:
  - Payments of interest on obligations issued by individuals. Note: You may be
    subject to backup withholding if this interest is $600 or more and is paid
    in the course of the payer's trade or business and you have not provided
    your correct taxpayer identification number to the payer.
  - Payments of tax-exempt interest (including exempt-interest dividends under
    section 852).
  - Payments described in section 6049(b)(5) to non-resident aliens.
  - Payments on tax-free covenant bonds under section 1451.
  - Payments made by certain foreign organizations.
  - Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FORM, AND RETURN IT TO THE PAYER.
ALSO SIGN AND DATE THE FORM.

  Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.

PRIVACY ACT NOTICE. -- Section 6019 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.

PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

 FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
                                    SERVICE.

</TEXT>
</DOCUMENT>
