1
EXHIBIT 99.1
NORTHLAND CABLE TELEVISION, INC.
NORTHLAND CABLE NEWS, INC.
--------------
LETTER OF TRANSMITTAL
TO EXCHANGE 10 1/4% SENIOR SUBORDINATED NOTES DUE 2007
--------------
Exchange Agent:
HARRIS TRUST AND SAVINGS BANK
By Registered or Certified Mail By Overnight Courier or Hand:
Harris Trust and Savings Bank Harris Trust and Savings Bank
c/o Harris Trust Company of New York c/o Harris Trust Company of New York
P.O. Box 1010 88 Pine Street
Wall Street Station 19th Floor
New York, NY 10268-1010 New York , NY 10005
By Facsimile:
(212) 701-7636
Confirm by Telephone:
(212) 701-7624
- --------------------------------------------------------------------------------
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
- --------------------------------------------------------------------------------
The undersigned acknowledges receipt of the Prospectus dated
___________, 1998 (the "Prospectus") of Northland Cable Television, Inc., a
Washington corporation, and Northland Cable News, Inc., a Washington
corporation, (collectively, the "Company"), and this Letter of Transmittal to
Exchange 10 1/4% Senior Subordinated Notes due 2007 which may be amended from
time to time (this "Letter"), which together constitute the Company's offer (the
"Exchange Offer") to exchange $1,000 in principal amount of its 10 1/4% Senior
Subordinated Notes due 2007 (the "Exchange Notes") for each $1,000 in principal
amount of its outstanding 10 1/4% Senior Subordinated Notes due 2007 (the
"Original Notes") that were issued and sold in a transaction exempt from
registration under the Securities Act of 1933, as amended (the "Securities
Act").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of Original Notes who wish to tender their Original Notes
must, prior to the Expiration Date: (1) complete, sign, date and deliver this
Letter, or a facsimile thereof, to the Exchange
2
Agent, in person or to the address set forth above; and (2) tender his or her
Original Notes or, if a tender of Original Notes is to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository Trust
Company (the "Book-Entry Transfer Facility"), confirm such book-entry transfer
(a "Book-Entry Confirmation"), in each case in accordance with the procedures
for tendering described in the Instructions to this Letter. Holders of Original
Notes whose certificates are not immediately available, or who are unable to
deliver their certificates or Book-Entry Confirmation and all other documents
required by this Letter to be delivered to the Exchange Agent on or prior to the
Expiration Date, must tender their Original Notes according to the guaranteed
delivery procedures set forth under the caption "The Exchange Offer-How to
Tender" in the Prospectus. (See Instruction 1).
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of Original Notes validly tendered and not withdrawn and
the issuance of the Exchange Notes will be made on the Exchange Date. For the
purposes of the Exchange Offer, the Company shall be deemed to have accepted for
exchange validly tendered Original Notes when, as and if the Company have given
written notice thereof to the Exchange Agent. The Instructions included with
this Letter must be followed in their entirety. Questions and requests for
assistance or for additional copies of the Prospectus or this Letter may be
directed to the Exchange Agent, at the address listed above, or James A. Penny
of Northland Cable Television, Inc., 1201 Third Avenue, Suite 3600, Seattle,
Washington 98101, at (206) 674-3900.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall
have the respective meanings ascribed to them in the Prospectus.
List in Box 1 below the Original Notes of which you are the holder. If
the space provided in Box 1 is inadequate, list the certificate numbers and
principal amount of Original Notes on a separate signed schedule and affix that
schedule to this Letter.
- --------------------------------------------------------------------------------------------------------------------
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
- --------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es)of Certificate Principal Amount of
Registered Holder(s) Number(s) Principal Amount of Original Notes Tendered
(Please fill in if blank) (1) Original Notes (2)
- --------------------------------------------------------------------------------------------------------------------
Totals:
- --------------------------------------------------------------------------------------------------------------------
(1) Need not be completed if Original Notes are being tendered by book-entry
transfer.
(2) Unless otherwise indicated, the entire principal amount of Original Notes
represented by a certificate or Book-Entry Confirmation delivered to the
Exchange Agent will be deemed to have been tendered.
3
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned tenders to the Company the principal amount of Original Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
the Original Notes tendered with this Letter, the undersigned exchanges, assigns
and transfers to, or upon the order of, the Company all right, title and
interest in and to the Original Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as his or
her agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Company) with respect to the tendered Original Notes,
with full power of substitution, to: (a) deliver certificates for such Original
Notes; (b) deliver Original Notes and all accompanying evidence of transfer and
authenticity to or upon the order of the Company upon receipt by the Exchange
Agent, as the undersigned's agent, of the Exchange Notes to which the
undersigned is entitled upon the acceptance by the Company of the Original Notes
tendered under the Exchange Offer; and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Original Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Original Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Company to be necessary or
desirable to complete the assignment and transfer of the Original Notes
tendered.
The undersigned agrees that acceptance of any tendered Original Notes
by the Company and the issuance of Exchange Notes (together with the guarantee
of the Guarantor with respect thereto) in exchange therefor shall constitute
performance in full by the Company and the Guarantor of their respective
obligations under the Registration Rights Agreement and that, upon the issuance
of the Exchange Notes, the Company and the Guarantor will have no further
obligations or liabilities thereunder (except in certain limited circumstances).
By tendering Original Notes, the undersigned certifies (a) that it is not an
"Affiliate" of the Company, that it is not a broker-dealer that owns Original
Notes acquired directly from the Company or an Affiliate, that it is acquiring
the Exchange Notes acquired directly from the Company or an Affiliate, that it
is acquiring the Exchange Notes offered hereby in the ordinary course of the
undersigned's business and that the undersigned has no arrangement with any
person to participate in the distribution of such Exchange Notes; (b) that it is
an Affiliate of the Company or of any of the initial purchasers of the Original
Notes in the Offering and that it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable
to it; or (c) that it is a participating Broker-Dealer (as defined in the
Registration Rights Agreement) and that it will deliver a prospectus in
connection with any resale of the Exchange Notes. By tendering Original Notes
and executing this Letter of Transmittal, the undersigned further certifies that
it is not engaged in and does not intend to engage in a distribution of the
Exchange Notes.
The undersigned acknowledges that, if it is a broker-dealer that will
receive Exchange Notes for its own account, it will deliver a prospectus in
connection with any resale of such Exchange Notes. By so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
The undersigned understands that the Company may accept the
undersigned's tender by delivering written notice of acceptance to the Exchange
Agent, at which time the undersigned's right to withdraw such tender will
terminate.
4
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the undersigned's heirs,
legal representatives, successors, assigns, executors and administrators.
Tenders may be withdrawn only in accordance with the procedures set forth in the
Instructions contained in this Letter.
Unless otherwise indicated under "Special Delivery Instructions"
below, the Exchange Agent will deliver Exchange Notes (and, if applicable, a
certificate for any Original Notes not tendered but represented by a certificate
also encompassing Original Notes which are tendered) to the undersigned at the
address set forth in Box 1.
The undersigned acknowledges that the Exchange Offer is subject to the
more detailed terms set forth in the Prospectus and, in case of any conflict
between the terms of the terms of the Prospectus and this Letter, the Prospectus
shall prevail.
[_] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:________________________________________
Account Number:_______________________________________________________
Transaction Code Number:______________________________________________
[_] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):_______________________________________
Date of Execution of Notice of Guaranteed Delivery:___________________
Window Ticket Number (if available):__________________________________
Name of Institution which Guaranteed Delivery:________________________
5
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
________________________________________________________________________________
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT ORIGINAL NOTES ARE BEING
PHYSICALLY TENDERED HEREBY
This box must be signed by registered holder(s) of Original Notes as
name(s) appear(s) on certificate(s) for Original Notes, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Letter. If signature is by a trustee, executor,
administrator, guardian, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person must set forth his or her full
title below. (See Instruction 3)
X______________________________________________________________________________
X______________________________________________________________________________
Signature(s) of Owner(s) or Authorized Signatory
Dated: ____________________, 1998
Name(s)________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title):_________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
Area Code and Telephone No.: (____) _____________________
SIGNATURE GUARANTEE
(Certain Signatures Must be Guaranteed by an Eligible Institution
See Instruction 4 below)
________________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)
________________________________________________________________________________
(Address (including zip code) and Telephone Number (including area code))
Authorized Signature:__________________________________________________________
Capacity (full title):_________________________________________________________
Dated: ____________________, 1998
________________________________________________________________________________
6
____________________________________________________________________________________________________________________________
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYOR'S NAME: HARRIS TRUST AND SAVINGS BANK
____________________________________________________________________________________________________________________________
PART 1. Please provide the TIN of the Employer Identification or Social
person submitting this Letter of Security Number:
Transmittal in the box at right and
certify by signing and dating below.
(See Instruction 5) _____________________________________
SUBSTITUTE
FORM W-9
Department of the Treasury,
Internal Revenue Service
Payer's Request for Taxpayer
Identification Number (TIN)
____________________________________________________________________________________________________________________________
PART 2. Check the box if you are NOT subject to back-up withholding under the
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you
have not been notified that you are subject to back-up withholding as a result
of failure to report all interest or dividends or (2) the Internal Revenue
Service has notified you that you are no longer subject to back-up withholding. [__]
____________________________________________________________________________________________________________________________
PART 3. Check the box if you are awaiting your TIN [__]
____________________________________________________________________________________________________________________________
CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE
Signature: ________________________________ Date:______________
Name (Please Print)_____________________________________________
____________________________________________________________________________________________________________________________
7
_____________________________________________________________________________________________________________________________
BOX 4 BOX 5
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 4) (See Instruction 4)
To be completed ONLY if certificates for Original Notes in To be completed ONLY if certificates for Original Notes in
a principal amount not exchanged, or Exchange Notes, are a principal amount not exchanged, or Exchange Notes, are
to be issued in the name of someone other than the person to be sent to someone other than the person whose
whose signature appears in Box 2, or if Original Notes signature appears in Box 2 or to an address other than
delivered by book-entry transfer which are not accepted that shown in Box 1.
for exchange are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than
the account indicated above.
Issue and Deliver to: Mail to:
(check appropriate boxes) (check appropriate boxes)
[_] Original Notes not tendered [_] Original Notes not tendered
[_] Exchange Notes, to: [_] Exchange Notes, to:
Name:____________________________________________________ Name:____________________________________________________
(Please Print or Type Name(s)) (Please Print or Type Name(s))
Address:_________________________________________________ Address:_________________________________________________
Taxpayer I.D. Number_____________________________________
(PLEASE ALSO SIGN AND COMPLETE
SUBSTITUTE FORM W-9 AT BOX 3)
_____________________________________________________________________________________________________________________________
INSTRUCTIONS
THE FOLLOWING INSTRUCTIONS FORM PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Original
Notes or a Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed copy of this Letter (or a manually signed facsimile
thereof) and any other documents required by this Letter, must be received by
the Exchange Agent at its address set forth herein on or before the Expiration
Date. The method of delivery of this Letter, certificates for Original Notes or
a Book-Entry Confirmation, as the case may be, and any other required documents
is at the election and risk of the tendering holder, but except as otherwise
provided below, the delivery will be deemed made when actually received by the
Exchange Agent. If delivery is by mail, the use of registered mail with return
receipt requested, properly insured, is suggested.
If tendered Original Notes are registered in the name of the signer of
the Letter of Transmittal and the Exchange Notes to be issued in exchange
therefor are to be issued (and any untendered Original Notes are to be reissued)
in the name of the registered holder, the signature of such signer need not be
guaranteed. In any other case, the tendered Original Notes must be endorsed or
accompanied by written
8
instruments of transfer in form satisfactory to the Company and duly executed by
the registered holder and the signature on the endorsement or instrument of
transfer must be guaranteed by a bank, broker, dealer, credit union, savings
association, clearing agency or other institution (each an "Eligible
Institution") that is a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Exchange Act. If the
Exchange Notes and/or Original Notes not exchanged are to be delivered to an
address other than that of the registered holder appearing on the note register
for the Original Notes, the signature on the Letter of Transmittal must be
guaranteed by an Eligible Institution.
Any beneficial owner whose Original Notes are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender Original Notes should contact such holder promptly and instruct such
holder to tender Original Notes on such beneficial owner's behalf. If such
beneficial owner wishes to tender such Original Notes himself, such beneficial
owner must, prior to completing and executing the Letter of Transmittal and
delivering such Original Notes, either make appropriate arrangements to register
ownership of the Original Notes in such beneficial owner's name or follow the
procedures described in the immediately preceding paragraph. The transfer of
record ownership may take considerable time.
The Exchange Agent will make a request to establish an account with
respect to the Original Notes at The Depository Trust Company (the "Book-Entry
Transfer Facility") for purposes of the Exchange Offer within two business days
after receipt of the Prospectus, and any financial institution that is a
participant in the Book-Entry Transfer Facility's systems may make book-entry
delivery of Original Notes by causing the Book-Entry Transfer Facility to
transfer such Original Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility in accordance with the Book-Entry Transfer Facility's
procedures for transfer. However, although delivery of Original Notes may be
effected through book-entry transfer at the Book-Entry Transfer Facility, this
Letter, with any required signature guarantees and any other required documents,
must, in any case, be transmitted to and received by the Exchange Agent at the
address on this Letter on or prior to the Expiration Date of the guaranteed
delivery procedures described below must be complied with.
The method of delivery of Original Notes and all other documents is at
the election and risk of the holder. If sent by mail, it is recommended that
registered mail, return receipt requested, be used, proper insurance be
obtained, and the mailing be made sufficiently in advance of the Expiration Date
to permit delivery to the Exchange Agent on or before the Expiration Date.
Unless an exemption applies under the applicable law and regulations
concerning "backup withholding" of federal income tax, the Exchange Agent will
be required to withhold, and will withhold, 31% of the gross proceeds otherwise
payable to a holder pursuant to the Exchange Offer if the holder does not
provide his or her taxpayer identification number (social security number or
employer identification number, as applicable) and certify that such number is
correct. Each tendering holder should complete and sign the main signature form
and the Substitute Form W-9 included as part of the Letter of Transmittal, so as
to provide the information and certification necessary to avoid backup
withholding, unless an applicable exemption exists and is proved in a manner
satisfactory to the Company and the Exchange Agent.
If a holder desires to accept the Exchange Offer and time will not
permit a Letter of Transmittal or Original Notes to reach the Exchange Agent
before the Expiration Date, a tender may be effected if the Exchange Agent has
received at its office listed on the back cover hereof on or prior to the
Expiration Date a letter, telegram or facsimile transmission from an Eligible
Institution setting forth the name and address of the tendering holder, the
principal amount of the Original Notes being tendered, the names in which the
Original Notes are registered and, if possible, the certificate numbers of the
Original Notes to be tendered, and stating that the tender is being made thereby
and guaranteeing that within three New
9
York Stock Exchange trading days after the date of execution of such letter,
telegram or facsimile transmission by the Eligible Institution, the Original
Notes, in proper form for transfer, will be delivered by such Eligible
Institution together with a properly completed and duly executed Letter of
Transmittal (and any other required documents). Unless Original Notes being
tendered by the above-described method (or a timely Book-Entry Confirmation) are
deposited with the Exchange Agent within the time period set forth above
(accompanied or preceded by a properly completed Letter of Transmittal and any
other required documents), the Company may, at its option, reject the tender.
Copies of a Notice of Guaranteed Delivery which may be used by Eligible
Institutions for the purposes described in this paragraph are available from the
Exchange Agent.
A tender will be deemed to have been received as of the date when the
tendering holder's properly completed and duly signed Letter of Transmittal
accompanied by the Original Notes (or a timely Book-Entry Confirmation) is
received by the Exchange Agent. Issuances of Exchange Notes in exchange for
Original Notes tendered pursuant to a Notice of Guaranteed Delivery or letter,
telegram or facsimile transmission to similar effect (as provided above) by an
Eligible Institution will be made only against deposit of the Letter of
Transmittal (and any other required documents) and the tendered Original Notes
(or a timely Book-Entry Confirmation).
All questions as to the validity, form, eligibility (including time of
receipt), acceptance for exchange and withdrawal of tendered Original Notes will
be determined by the Company, whose determination will be final and binding. The
Company reserve the absolute right to reject any or all tenders that are not in
proper form or the acceptance for exchange of which, in the opinion of the
Company's counsel, may be unlawful. The Company also reserve the absolute right
to waive any of the conditions of the Exchange Offer or any defect or
irregularities in tenders of any particular holder whether or not similar
defects or irregularities are waived in the case of other holders. All tendering
holders, by execution of this Letter, waive any right to receive notice of
acceptance of their Original Notes. The Company's interpretation of the terms
and conditions of the Exchange Offer (including the Letter of Transmittal and
the instructions thereto) will be final and binding.
Neither the Company, the Exchange Agent nor any other person shall be
obligated to give notice of defects or irregularities in any tender, nor shall
any of them incur any liability for failure to give any such notice.
2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire principal
amount of any Original Note evidenced by a submitted certificate or by a
Book-Entry Confirmation is tendered, the tendering holder must fill in the
principal amount tendered in the fourth column of Box 1 above. All of the
Original Notes represented by a certificate or by a Book-Entry Confirmation
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. A certificate for Original Notes not tendered will be sent
to the holder, unless otherwise provided in Box 5, as soon as practicable after
the Expiration Date, in the event that less than the entire principal amount of
Original Notes represented by a submitted certificate is tendered (or, in the
case of Original Notes tendered by book-entry transfer, such non-exchanged
Original Notes will be credited to an account maintained by the holder with the
Book-Entry Transfer Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. For a withdrawal to be effective with
respect to the tender of Original Notes, a written or facsimile transmission
notice of withdrawal must be timely received by the Exchange Agent at its
address on this Letter prior to the Expiration Date. Any such notice of
withdrawal must specify the person named in this Letter as having tendered the
Original Notes to be withdrawn, the certificate numbers shown on the particular
certificates evidencing such Original Notes, the principal amount of Original
Notes represented by such certificates, a statement that such holder is
withdrawing his or her election to have such Original Notes exchanged, and the
name of the registered holder of such Original
10
Notes, and must be signed by the holder in the same manner as the original
signature on this Letter (including any required signature guarantees) or be
accompanied by evidence satisfactory to the Company that the person withdrawing
the tender has succeeded to the beneficial ownership of the Original Notes being
withdrawn. The Exchange Agent will return the properly withdrawn Original Notes
promptly following receipt of notice of withdrawal. All questions as to the
validity of notices of withdrawals, including time of receipt, will be
determined by the Company, and such determination will be final and binding on
all parties.
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If
this Letter is signed by the holder(s) of Original Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificate(s) for such Original Notes, without alteration, enlargement or any
change whatsoever.
If any of the Original Notes tendered hereby are owned by two or more
joint owners, all owners must sign this Letter. If any tendered Original Notes
are held in different names on several certificates, it will be necessary to
complete, sign and submit as many separate copies of this Letter as there are
names in which certificates are held.
If this Letter is signed by the holder of record and (i) the entire
principal amount of the holder's Original Notes are tendered, and/or (ii)
untendered Original Notes, if any, are to be issued to the holder of record,
then the holder of record need not endorse any certificates for tendered
Original Notes, nor provide a separate bond power. In any other case, the holder
of record must transmit a separate bond power with this Letter.
If this Letter or any certificate or assignment is 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 must submit proper evidence
satisfactory to the Company of their authority to so act, unless waived by the
Company.
Signatures on this Letter must be guaranteed by an Eligible
Institution, unless Original Notes are tendered: (i) by a holder who has not
completed the Box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter; or (ii) for the account of an Eligible
Institution. In the event that the signatures in this Letter or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantees
must be by an eligible guarantor institution which is a member of The Securities
Transfer Agents Medallion Program (STAMP), The New York Stock Exchanges
Medallion Signature Program (MSP) or The Stock Exchanges Medallion Program
(SEMP). If Original Notes are registered in the name of a person other than the
signer of this Letter, the Original Notes surrendered for exchange must be
endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the Company, in its
discretion, duly executed by the registered holder with the signature thereon
guaranteed by an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Notes or certificates for Original Notes not exchanged are to be issued
or sent, if different from the name and address of the person signing this
Letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. Holders tendering Original
Notes by book-entry transfer may request that Original Notes not exchanged be
credited to such account maintained at the Book-Entry Transfer Facility as such
holder may designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder whose tendered Original Notes are accepted for exchange must provide the
Exchange Agent (as payor) with his or her correct taxpayer identification number
("TIN"), which, in the case of a holder who is an
1
11
individual, is his or her social security number. If the Exchange Agent is not
provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, delivery to the holder of
the Exchange Notes pursuant to the Exchange Offer may be subject to back-up
withholding. If withholding results in overpayment of taxes, a refund may be
obtained. Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these back-up withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Under federal income tax laws, payments that may be made by the Company
on account of Exchange Notes issued pursuant to the Exchange Offer may be
subject to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; (ii) the Internal Revenue Service has notified the holder that he or
she is no longer subject to back-up withholding; or (iii) in accordance with the
Guidelines, such holder is exempt from back-up withholding. If the Original
Notes are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for information on which TIN to report.
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the transfer of Original Notes to it or its order pursuant to the
Exchange Offer. If, however, the Exchange Notes or certificates for Original
Notes not exchanged are to be delivered to, or are to be issued in the name of,
any person other than the record holder, or if tendered certificates are
recorded in the name of any person other than the person signing this Letter, or
if a transfer tax is imposed by any reason other than the transfer of Original
Notes to the Company or its order pursuant to the Exchange Offer, then the
amount of such transfer taxes (whether imposed on the record holder or any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of taxes or exemption from taxes is not submitted with this Letter, the
amount of transfer taxes will be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
7. WAIVER OF CONDITIONS. The Company reserves the absolute right to
amend or waive any of the specified conditions in the Exchange Offer in the case
of any Original Notes tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Original 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, may be directed to the Exchange Agent.
IMPORTANT: This Letter (together with certificates representing
tendered Original Notes or a Book-Entry Confirmation and all other required
documents) must be received by the Exchange Agent on or before the Expiration
Date (as defined in the Prospectus).