Exhibit 99.1
HORIZON TELCOM, INC.
68 East Main Street
Chillicothe, Ohio 45601-0480
PLEASE READ THIS LETTER CAREFULLY.
Horizon Telcom, Inc., an Ohio corporation (the "Company"), has announced a
1-for-125 reverse stock split (the "Reverse Stock Split") of its shares (the
"Class B Shares") of Class B common stock, without par value. Each holder
("Cashed Out Holder") of less than 125 Class B Shares outstanding immediately
prior to the completion of the Reverse Stock Split will receive a cash payment
of $165 (the "Share Consideration") for each Class B Share held immediately
prior to the completion of the Reverse Stock Split. This letter and the
accompanying Letter of Transmittal are being sent only to those Cashed Out
Holders whose Class B Shares are represented, in whole or in part, by one or
more certificates. All rights with respect to the Class B Shares held by Cashed
Out Holders, other than the rights of such holders to receive the Share
Consideration payment upon surrender of their Class B Shares, will cease and
terminate on the date of the Reverse Stock Split. National City Bank has been
appointed paying agent for the Company in connection with the Reverse Stock
Split.
In order to receive your Share Consideration payment, you must complete,
date, sign and return the Letter of Transmittal to National City Bank (the
"Exchange Agent") at the address listed below, along with all of the
certificates representing your Class B Shares. Please return the Letter of
Transmittal and the certificates representing your Class B Shares by mail, hand
delivery or overnight delivery to:
National City Bank Corporate Trust Operations
Attention: Reorganization Department
Locator 01-5352
4100 West 150th Street
Cleveland, Ohio 44135
IF ANY OF THE CERTIFICATES REPRESENTING YOUR CLASS B SHARES HAVE BEEN
MUTILATED, LOST, STOLEN OR DESTROYED, CHECK THE BOX |_| AND NOTIFY THE EXCHANGE
AGENT AT 1-800-622-6757. THE EXCHANGE AGENT WILL ADVISE YOU OF THE REQUIREMENTS
FOR DELIVERING YOUR CLASS B SHARES AND RECEIVING YOUR SHARE CONSIDERATION
PAYMENT.
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATE(S) OF CLASS B COMMON STOCK
OF
HORIZON TELCOM, INC. (CUSIP #440441202)
SURRENDERED PURSUANT TO
A REVERSE STOCK SPLIT OF THE CLASS B COMMON STOCK
THE PAYING AGENT IS:
NATIONAL CITY BANK
By Mail: For Information Call: By Hand/Overnight Courier:
National City Bank 1-800-622-6757 National City Bank
Locator 01-5352 (216) 257-8663 Locator 01-5352
Corporate Trust Operations Corporate Trust Operations
P.O. Box 94720 3rd Floor - North Annex
Cleveland, Ohio 44101-4720 4100 West 150th Street
Cleveland, Ohio 44135-1385
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
[ ] Check here if any of your Class B Share certificate(s) have been lost,
stolen or destroyed.
See Instruction 5.
DESCRIPTION OF CLASS B SHARE(S) SURRENDERED - BOX 1
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NAME(S) AND ADDRESS(ES) OF REGISTERED NUMBER OF
HOLDER(S) AS APPEARS ON CERTIFICATE(S) CLASS B SHARES
(IF YOU NEED MORE SPACE ATTACH CERTIFICATE REPRESENTED BY
A LIST AND SIGN) NUMBER(S) CERTIFICATES(S)
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TOTAL CLASS B
SHARES
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Ladies and Gentlemen:
This Letter of Transmittal relates to a 1-for-125 reverse stock split (the
"Reverse Stock Split") of the shares (the "Class B Shares") of the Class B
common stock, without par value, of Horizon Telcom, Inc., an Ohio corporation
(the "Company"). Each holder ("Cashed Out Holder") of less than 125 Class B
Shares outstanding immediately prior to the completion of the Reverse Stock
Split will receive a cash payment of $165 (the "Share Consideration") for each
Class B Share held immediately prior to the completion of the Reverse Stock
Split. This letter and the accompanying Letter of Transmittal are being sent
only to those Cashed Out Holders whose Class B Shares are represented, in whole
or in part, by one or more certificates. All rights with respect to the Class B
Shares held by Cashed Out Holders, other than the rights of such holders to
receive the Share Consideration payment upon surrender of their Class B Shares,
will cease and terminate on the date of the Reverse Stock Split. National City
Bank has been appointed paying agent (the "Paying Agent") for the Company in
connection with the Reverse Stock Split. The terms and conditions of the Reverse
Stock Split, effected on March 18, 2005, as approved by the requisite vote of
the Company's stockholders, are described in the Company's Proxy Statement dated
February 17, 2005 and previously mailed to the Company's stockholders.
The undersigned hereby surrender(s) to the Paying Agent the certificate(s)
listed in Box 1 (the "Certificates"), which represent all of the certificated
Class B Shares held by the undersigned.
The undersigned irrevocably constitute(s) and appoint(s) the Paying Agent
as the true and lawful agent and attorney-in-fact of the undersigned with
respect to the Certificates with full power of substitution and resubstitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest) to deliver the Certificates for cancellation to National City Bank
(the "Exchange Agent"), together with all accompanying evidence of transfer and
authenticity, upon receipt by the Paying Agent, as the agent of the undersigned,
of the Share Consideration payment in respect of each Class B Share formerly
represented by the Certificates. The undersigned hereby represent(s) and
warrant(s) that the undersigned has full power and authority to surrender the
Certificates, and the Certificates being transmitted and the Class B Shares
formerly represented thereby are free and clear of all liens, restrictions,
claims, charges and encumbrances, and are not subject to any adverse claims. The
undersigned hereby acknowledge(s) that the delivery of the enclosed Certificates
shall be effected and risk of loss and title to such Certificates shall pass
only upon proper receipt thereof by the Exchange Agent.
The undersigned will, upon request, execute any signature guarantees or
additional documents deemed by the Paying Agent, Exchange Agent or Company to be
necessary or desirable to complete the transfer of the Certificates.
All authority conferred, or agreed to be conferred, in this Letter of
Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives of the
undersigned and will not be affected by, and will survive, the death, incapacity
or bankruptcy of the undersigned.
The undersigned understand(s) that, unless otherwise indicated herein, the
check representing the aggregate amount of the Share Consideration payable on
account of the Certificate(s) covered hereby will be issued in the name(s) of
the registered holder(s) appearing under "Description of Share(s) Surrendered"
in Box 1. Similarly, unless otherwise indicated herein, the check will be mailed
to the address(es) of the registered holder(s) appearing under "Description of
Shares(s) Surrendered" in Box 1.
Unless the appropriate box in Box 2 is checked, the undersigned is not a
foreign person. This information and the name(s) of the undersigned, identifying
number of the undersigned, address(es) of the undersigned and, if applicable,
place of incorporation or formation of the undersigned, as provided in Box 2,
are certified to be true under penalties of perjury.
If any Class B Shares surrendered hereby are registered in different names
(e.g., "Jane Doe" or "J. Doe"), it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations of such Class B Shares.
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IMPORTANT
SIGN HERE
ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW
(OR IF YOU ARE A FOREIGN HOLDER, FORM W-8BEN)
________________________________________________________________________________
________________________________________________________________________________
(Signature(s) of Holder(s))
Dated: _________________, 2005
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
Certificates or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted therewith. If signature is by trustee(s),
executor(s), administrator(s), guardian(s), attorney(s)-in-fact, officer(s) of
corporation or other(s) acting in a fiduciary or representative capacity, please
provide the following information and see Instruction 4.)
Name(s):________________________________________________________________________
(Please Print)
Capacity (full title) __________________________________________________________
Address:________________________________________________________________________
(Including Zip Code)
(Home for individual, office for entity)
[ ] Check here if foreign Place of incorporation or formation,
if a corporation or other entity ______
Daytime Area Code and Telephone Number:_________________________________________
Tax Identification or Social Security No.:____________ (See Substitute Form W-9
below)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED - SEE INSTRUCTIONS 1 AND 4)
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
(Please Print)
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Medallion Guarantee
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Name of Corporation or Other Entity:____________________________________________
Address:________________________________________________________________________
(Including Zip Code)
Daytime Area Code and Telephone Number:_________________________________________
Dated:__________________________________________________________________________
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SPECIAL ISSUANCE/DELIVERY INSTRUCTIONS
(See Instructions 4 and 9)
To be completed ONLY if any checks are to be issued in the name of someone
other than the person(s) whose name(s) appear(s) in Box 1 of this Letter of
Transmittal or at an address other than that shown in Box 1 of this Letter of
Transmittal.
Issue and mail any checks to
(Please Type or Print)
Name:___________________________________________________________________________
Address:________________________________________________________________________
Zip Code
________________________________________________________________________________
Tax Identification or Social Security No.
See Substitute Form W-9
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INSTRUCTIONS
1. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by an Eligible Guarantor Institution (as defined in Rule
17Ad-15 of the Securities Exchange Act of 1934, as amended) including (as such
terms are defined in that Rule): a (i) bank; (ii) broker, dealer, municipal
securities dealer, municipal securities broker, government securities dealer or
government securities broker; (iii) credit union; (iv) national securities
exchange, registered securities association or clearing agency; or (v) savings
association) (an "Eligible Institution"), unless (a) this Letter of Transmittal
is signed by the registered holder(s) of the Certificates surrendered herewith
and the check representing the aggregate amount of the Share Consideration
payable on account of such certificates is not to be issued in the name of, or
delivered to, any person other than the registered holder(s) or (b) such
Certificates are surrendered for the account of an Eligible Institution. A
verification by a notary public is not acceptable. See Instruction 4.
2. Delivery of Letter of Transmittal. This Letter of Transmittal is to be
used if Certificates are to be forwarded herewith. Certificates for all
physically tendered Class B Shares, as well as this Letter of Transmittal
properly completed and duly executed (or a facsimile thereof) and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth on the front page of this Letter of
Transmittal. Do not send this Letter of Transmittal, any Certificates or any
other document relating thereto to the Company.
The method of delivery of this Letter of Transmittal, the Certificates and
all other documents is at the option and risk of the tendering stockholder and
the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, it is recommended that the Certificates and such
other documents be sent by registered mail, properly insured, with return
receipt requested.
3. Inadequate Space. If the space provided herein is inadequate, the
number(s) of the Certificates and the number of Class B Shares represented by
the Certificates should be listed on a separate schedule attached hereto.
4. Signatures on Letter of Transmittal, Stock and Endorsements. If this
Letter of Transmittal is signed by the registered holder(s) of the Certificates
surrendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Certificates, without alteration, enlargement or any change
whatsoever.
If any of the Certificates surrendered hereby are owned of record by two
or more persons, all such persons must sign this Letter of Transmittal. If any
of the Certificates surrendered hereby are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
Certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Certificates, no endorsements of the Certificates or separate stock powers are
required, unless any check is to be issued in the name of, or delivered to, any
person other than such registered holder(s). If any check representing the
aggregate amount of the Share Consideration payable on account of the
Certificates covered hereby is to be issued in the name of, or delivered to, any
person other than the registered holder(s) of such Certificates, all signatures
on such Certificates or stock powers must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution). If this Letter of
Transmittal is signed by a person other than the registered holder(s) of the
Certificates, the Certificates must be endorsed or accompanied by appropriate
stock powers and, in either case, signed exactly as the names of the registered
holder(s) appear on the Certificates. Signatures of any such person on any of
the Certificates or any stock powers must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution).
If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted with
this Letter of Transmittal.
5. Lost Stock Certificates. You will not receive your check unless and
until you deliver this Letter of Transmittal properly completed and duly
executed to the Paying Agent, together with the Certificate(s) evidencing your
Class B Shares and any accompanying evidence of authority. If your Certificates
have been lost, stolen, misplaced or destroyed, check the box on the front of
this Letter of Transmittal, return it to the Paying Agent and await further
instructions about signing an affidavit and/or the posting of a bond or an
indemnity undertaking.
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6. Request for Assistance or Copies. Requests for assistance or additional
copies of this Letter of Transmittal may be obtained from the Paying Agent at
any of its addresses listed on the front cover of this Letter of Transmittal or
by calling 1-800-622-6757 or (216) 257-8663.
7. Transfer Taxes. If payments in receipt of surrendered Certificates are
to be made to any person(s) other than the registered holder(s) of such
Certificates, the amount of any transfer taxes (whether imposed on the
registered holder(s) or such other person(s)) payable on account of such
transfer will be deducted from such payments unless satisfactory evidence of
payment of such taxes, or exemption therefrom, is submitted. Except as provided
in this Instruction 7, it will not be necessary for transfer tax stamps to be
affixed to the Certificates surrendered herewith or funds to cover such stamps
to be provided with this Letter of Transmittal.
8. Special Payment and Delivery Instructions. If any checks are to be
issued in the name of a person other than the person(s) signing this Letter of
Transmittal or if any checks are to be sent to someone other than to the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal, but at any address other than that shown in Box 1, then
Box 3 (Special Issuance/Delivery Instructions), must be completed. If no such
instructions are given, all checks will be issued in the name and sent to the
address appearing in Box 1.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose surrendered Class B
Shares are accepted for payment is required by law to provide the Paying Agent
(as payer) with his current Taxpayer Identification Number ("TIN") on Substitute
Form W-9 below, and to certify whether such stockholder is subject to backup
withholding of federal income tax. If such stockholder is an individual, the TIN
is his social security number. If the Paying Agent is not provided with the
correct TIN, the stockholder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, the payment made to such stockholder with
respect to his surrendered Class B Shares may be subject to backup withholding.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that stockholder must submit a statement, signed under
penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Paying Agent. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Paying Agent is required to withhold
28% of any payment made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of the tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service. If a stockholder whose surrendered Class B Shares are accepted
for payment has been notified by the Internal Revenue Service that he is subject
to backup withholding, he must cross out item (2) of the Certification box of
the Substitute Form W-9.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Class B Shares surrendered pursuant to the Reverse Stock Split,
the stockholder is required to notify the Paying Agent of his correct TIN by
completing the form below certifying that the TIN provided on Substitute Form
W-9 is correct (or that such stockholder is awaiting a TIN).
WHAT NUMBER TO GIVE THE PAYING AGENT
The stockholder is required to give the Paying Agent the social security
number or tax identification number of the record owner of the surrendered Class
B Shares. If the surrendered Class B Shares are in more than one name or are not
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report. If the tendering stockholder has
not been issued a TIN and has applied for a number or intends to apply for a
number in the near future, he or she should write "Applied For" in the space
provided for the TIN in Part I, and sign and date the Substitute Form W-9. If
"Applied For" is written in Part I and the Paying Agent is not provided with a
TIN within 60 days, the Paying Agent will withhold 28% of the Share
Consideration payment until a TIN is provided to the Paying Agent.
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REGISTERED HOLDER(S) NAME: _____________________________________________________________
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PART 1 -- PLEASE PROVIDE YOUR TIN Social Security Number(s)
IN THE BOX AT RIGHT AND CERTIFY OR Tax Identification Number(s)
BY SIGNING AND DATING BELOW
PART 2 -- Certification -- Under penalties of
SUBSTITUTE perjury, I certify that:
Form W-9 (1) The number shown on this form is my
Department of the Treasury correct taxpayer identification number (or
Internal Revenue Service I am waiting for a number to be issued for
me), and
Payer's Request For Taxpayer (2) I am not subject to backup withholding
Identification Number("TIN") because:
(a) I am exempt from backup withholding, or
(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) above if you have been notified by
the IRS that you are currently subject to PART 3-- AWAITING TIN [ ]
backup withholding because of underreporting
interest or dividends on your tax returns:
SIGNATURE ____________________________________ DATE ____________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 28%
OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE REVERSE STOCK SPLIT.
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
THE SUBSTITUTE FORM W-9.
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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 (1) 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 (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 28%
of all reportable payments made to me thereafter will be withheld until I
provide a taxpayer identification number.
Signature _________________________________________________ Date _______________
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