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Letter of Transmittal

 

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Title:

Letter of Transmittal

Entities:

Packard Bioscience Co

Date:

2003

Size:

Preview shows 8KB of 39KB total

Price:

$42

ID:

#1320027

 

 

► Miscellany ► Letters ► Letters of ... ► Letters of Transmittal

 

 

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PerkinElmer, Inc.

Letter of Transmittal

Offer to Exchange
8 7/8% Senior Subordinated Notes Due 2013
Registered Under the Securities Act of 1933 for
All Outstanding 8 7/8% Senior Subordinated Notes Due 2013

Pursuant to the Prospectus,

Dated May 12, 2003

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON JUNE 24, 2003 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE EXPIRATION DATE). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.

To: U.S. Bank National Association, Exchange Agent

         
By Hand or Overnight Courier:
US Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Specialized Finance 4th Floor
  By Facsimile Transmission:
US Bank National Association
Corporate Trust Services
Attn: Specialized Finance 4th Floor
Facsimile: (651) 244-1537
  Confirm by Telephone:
U.S. Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance 4th Floor
(651) 244-1197


 

      Delivery of this letter of transmittal to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery. You should read the instructions accompanying this letter of transmittal before completing it.

      The undersigned acknowledges that he or she has received the prospectus, dated May 12, 2003 (the Prospectus), of PerkinElmer, Inc., a Massachusetts corporation (the Company), and this letter of transmittal (the Letter of Transmittal), which together constitute the Companys offer (the Exchange Offer) to exchange an aggregate principal amount of up to $300,000,000 of its 8 7/8% Senior Subordinated Notes due 2013 and the associated guarantees (together, the New Notes) registered under the Securities Act of 1933, as amended, for a like principal amount of the Companys issued and outstanding unregistered 8 7/8% Senior Subordinated Notes due 2013 and the associated guarantees (together, the Old Notes). Capitalized terms used but not defined herein shall have the same meanings given them in the Prospectus. The Exchange Offer is subject to all of the terms and conditions set forth in the Prospectus, including, without limitation, the right of the Company to waive, subject to applicable laws, conditions. In the event of any conflict between the Letter of Transmittal and the Prospectus, the Prospectus shall govern.

      The terms of the New Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the New Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and have no registration rights or rights to specified liquidated damages. For each Old Note accepted for exchange, the holder of such Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. The New Notes will bear interest from the last interest payment date of the Old Notes to occur prior to the issue date of the New Notes or, if no interest has been paid, from the date of the indenture. Interest on the New Notes will accrue at the rate of 8 7/8% per annum and will be payable semi-annually in arrears on each January 15 and July 15, commencing on July 15, 2003. The New Notes will mature on January 15, 2013.

      The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term Expiration Date shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify the holders of the Old Notes of any extension as promptly as practicable by oral or written notice thereof.

      PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 11.

      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.

2


 

      List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amount of Old Notes on a separate signed schedule and affix the schedule to this Letter of Transmittal.


 
               

DESCRIPTION OF OLD NOTES

Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) appear on certificates)
 

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