Exhibit 99.1
FORM OF LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
3.875% SENIOR NOTES DUE 2008
IN EXCHANGE FOR
3.875% SENIOR NOTES DUE 2008
OF
DOW JONES & COMPANY, INC.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ______, 2005 (THE "EXPIRATION DATE"), UNLESS THE
OFFER IS EXTENDED BY DOW JONES & COMPANY, INC. IN ITS SOLE
DISCRETION. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN
AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
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EXCHANGE AGENT:
BANK OF NEW YORK
BY MAIL OR OVERNIGHT DELIVERY:
BANK OF NEW YORK, AS EXCHANGE AGENT
CORPORATE TRUST OPERATIONS
REORGANIZATION UNIT
101 BARCLAY STREET, 7 EAST
NEW YORK, NEW YORK 10286
ATTENTION:
FACSIMILE: (212) 298-1915
CONFIRM BY TELEPHONE: (212) 815-
BY HAND DELIVERY:
101 BARCLAY STREET, LOBBY LEVEL
CORPORATE TRUST WINDOW
NEW YORK, NEW YORK 10286
DELIVERY TO AN ADDRESS OTHER THAN THE DEPOSITORY TRUST COMPANY (ATOP) OR AS
SET FORTH IN THIS LETTER OF TRANSMITTAL OR TRANSMISSION OF INSTRUCTIONS VIA
A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
By execution hereof, the undersigned acknowledges receipt of the Prospectus
dated _________, 2005 (the "Prospectus") of Dow Jones & Company, Inc. ("Dow
Jones") which, together with this Letter of Transmittal (the "Letter of
Transmittal"), constitute Dow Jones' offer (the "Exchange Offer") to
exchange up to $225 million principal amount of new 3.875% Senior Notes due
2008 (the "Exchange Notes") of Dow Jones, which will be registered under
the Securities Act of 1933, as amended (the "Securities Act"), for up to
$225 million principal amount of outstanding 3.875% Senior Notes due 2008
originally issued on February 17, 2005 (the "Outstanding Notes") of Dow
Jones. The terms of the Exchange Notes are identical to the terms of the
Outstanding Notes for which they may be exchanged pursuant to the Exchange
Offer, except that the transfer restrictions, registration rights and
additional interest provisions relating to the Outstanding Notes will not
apply to the Exchange Notes.
This Letter of Transmittal is to be used by Holders (as defined below) if:
(i) certificates representing Outstanding Notes are to be physically
delivered to the Exchange Agent herewith by Holders; (ii) tender of
Outstanding Notes is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company ("DTC") by any financial
institution that is a participant in DTC and whose name appears on a
security position listing as the owner of Outstanding Notes (such
participants, acting on behalf of Holders, are referred to herein, together
with such Holders, as "Acting Holder"); or (iii) tender of Outstanding
Notes is to be made according to the guaranteed delivery procedures.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
If delivery of the Outstanding Notes is to be made by book-entry transfer
to the account maintained by the Exchange Agent at DTC as set forth in (ii)
in the immediately preceding paragraph, this 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
through ATOP, the electronic instructions sent to DTC and transmitted by
DTC to the Exchange Agent must contain the character by which the
participant acknowledges its receipt of and agrees to be bound by this
Letter of Transmittal.
Unless the context requires otherwise, the term "Holder" for purposes of
this Letter of Transmittal means: (i) any person in whose name Outstanding
Notes are registered on the books of Dow Jones or any other person who has
obtained a properly completed bond power from the registered Holder or (ii)
any participant in DTC whose Outstanding Notes are held of record by DTC
who desires to deliver such Outstanding Notes by book-entry transfer at
DTC.
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.
The instructions included with 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.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate Numbers
and Stated Amounts at Maturity should be listed on a separate signed
schedule affixed hereto. Tenders of Outstanding Notes will be accepted only
in authorized denominations of $5,000 and integral multiples of $1,000 in
excess thereof.
DESCRIPTION OF OUTSTANDING NOTES
CERTIFICATE AGGREGATE STATED
NUMBER(S)* AMOUNT AT
(ATTACHED MATURITY TENDERED
NAME(S) AND ADDRESS(ES) OF HOLDER(S) SIGNED LIST IF (IF LESS THAN
(PLEASE FILL IN, IF BLANK) NECESSARY) ALL)**
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TOTAL STATED
AMOUNT AT
MATURITY OF
OUTSTANDING
NOTES TENDERED
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* Need not be completed by Holders tending by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all
Outstanding Notes listed. See Instruction 2.
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[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED
BY DTC TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
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DTC Book-Entry Account:
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Transaction Code No.:
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Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available, or (ii) who cannot deliver
their Outstanding Notes, the Letter of Transmittal or any other required
documents to the Exchange Agent prior to the Expiration Date, or cannot
complete the procedure for book-entry transfer on a timely basis, may
effect a tender according to the guaranteed delivery procedures and must
also complete the Notice of Guaranteed Delivery.
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Outstanding Notes:
Window Ticket No. (If Any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Eligible Institution that Guaranteed Delivery:
DTC Book-Entry Account No.:
If Delivered by Book-Entry Transfer:
Name of Tendering Institution:
Transaction Code:
[ ] 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:
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 Dow Jones the above-described stated amount
at maturity of Outstanding Notes. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered herewith, the
undersigned hereby exchanges, assigns and transfers to, or upon the order
of, Dow Jones all right, title and interest in and to such Outstanding
Notes. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the true and lawful agent and attorney-in-fact of the
undersigned (with full knowledge that said Exchange Agent also acts as the
agent of Dow Jones and as Trustee under the Indenture for the Outstanding
Notes and the Exchange Notes) 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, Dow Jones 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 also warrants that it will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent
or Dow Jones to be necessary or desirable to complete the exchange,
assignment and transfer of tendered Outstanding Notes.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions to the
Exchange Offer". The undersigned recognizes that as a result of these
conditions (which may be waived, in whole or in part, by Dow Jones) as more
particularly set forth in the Prospectus, Dow Jones 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.
By tendering, each Holder represents to Dow Jones that the person acquiring
Exchange Notes in the Exchange Offer, whether or not that person is the
Holder, is obtaining them in the ordinary course of its business, and
neither the Holder nor that other person has any arrangement or
understanding with any person to participate in the distribution of the
Exchange Notes issued in the Exchange Offer. If any Holder or any other
person is an "affiliate," as defined under Rule 405 of the Securities Act,
of us, or is engaged in or intends to engage in or has an arrangement or
understanding with any person to participate in a distribution of the notes
to be acquired in the Exchange Offer, the Holder or any other person: (i)
may not rely on applicable interpretations of the staff of the Securities
and Exchange Commission; and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with
any resale transaction. Each broker-dealer who acquired its Outstanding
Notes as a result of market-making activities or other trading activities,
and thereafter receives Exchange Notes issued for its own account in the
Exchange Offer, must acknowledge that it will deliver this prospectus in
connection with any resale of such Exchange Notes issued in the Exchange
Offer. By acknowledging that it will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, the undersigned is not deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
For purposes of the Exchange Offer, Dow Jones shall be deemed to have
accepted validly tendered Outstanding Notes when, as and if Dow Jones has
given oral or written notice thereof to the Exchange Agent and complied
with the applicable provisions of the Registration Rights Agreement. If any
tendered Outstanding Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason or if Outstanding Notes are submitted for a
greater stated amount at maturity than the Holder desires to exchange, such
unaccepted or non-exchanged Outstanding Notes will be returned without
expense to the tendering Holder thereof (or, in the case of Outstanding
Notes tendered by book-entry transfer into the Exchange Agent's account at
the Book-Entry Transfer Facility pursuant to customary book-entry transfer
procedures, such non-exchanged Notes will be credited to an account
maintained with such Book-Entry Transfer Facility) as promptly as
practicable after the expiration or termination of the Exchange Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors
and assigns.
The undersigned understands that tenders of Outstanding Notes pursuant to
the instructions hereto will constitute a binding agreement between the
undersigned and Dow Jones upon the terms and subject to the conditions of
the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions", please
issue the certificates representing the Exchange Notes issued in exchange
for the Outstanding Notes accepted for exchange and return any Outstanding
Notes not tendered or not exchanged, in the name(s) of the undersigned (or
in either such event in the case of Outstanding Notes tendered by DTC, by
credit to the account at DTC). Similarly, unless otherwise indicated under
"Special Delivery Instructions", please send the certificates representing
the Exchange Notes issued in exchange for the Outstanding Notes accepted
for exchange and any certificates for Outstanding Notes not tendered or not
exchanged (and accompanying documents as appropriate) to the undersigned at
the address shown below the undersigned's signatures, unless, in either
event, tender is being made through DTC. In the event that both "Special
Issuance Instructions" and "Special Delivery Instructions" are completed,
please issue the certificates representing the Exchange Notes issued in
exchange for the Outstanding Notes accepted for exchange and return any
Outstanding Notes not tendered or not exchanged in the name(s) of, and send
said certificates to, the person(s) so indicated. The undersigned
recognizes that Dow Jones has no obligation pursuant to the "Special
Issuance Instructions" and "Special Delivery Instructions" to transfer any
Outstanding Notes from the name of the registered holder(s) thereof if Dow
Jones does not accept for exchange any of the Outstanding Notes so
tendered.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES
REGARDLESS OF WHETHER OUTSTANDING NOTES ARE BEING PHYSICALLY
DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Outstanding
Notes exactly as their name(s) appear(s) on certificate(s) for Outstanding
Notes or, if tendered by a participant in DTC, exactly as such
participant's name appears on a security position listing as the owner of
Outstanding Notes, or by person(s) authorized to become registered
Holder(s) by endorsements and documents transmitted with this Letter of
Transmittal. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary
or representative capacity, such person must set forth his or her full
title below under "Capacity" and submit evidence satisfactory to Dow Jones
of such persons authority to so act. See Instruction 3 herein. If the
signature appearing below is not of the registered Holder(s) of the
Outstanding Notes, then the registered Holder(s) must sign a valid proxy.
X Date:
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X Date:
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SIGNATURE(S) OF HOLDER(S) OR
AUTHORIZED SIGNATORY
Names: Address:
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(PLEASE PRINT) (INCLUDING ZIP CODE)
Area Code and
Capacity(ies): Telephone No:
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Social Security No(s).:
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PLEASE COMPLETE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING
AREA CODE) OF FIRM)
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(AUTHORIZED SIGNATURE)
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(PRINTED NAME)
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(TITLE)
Date:
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN) (SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if To be completed ONLY if
certificates for the certificates for the
Exchange Notes issued Exchange Notes issued
pursuant to the Exchange pursuant to the Exchange
Offer are to be issued to Offer are sent to, someone
the order of, someone other other than the person or
than the person or persons persons whose signature(s)
whose signature(s) appear(s) appear(s) within this Letter
within this Letter of of Transmittal or to be
Transmittal or issued to an credited to an account
address different from that maintained at DTC other than
shown in the box entitled the account at DTC indicated
"Description of Outstanding above.
Notes" within this Letter of
Transmittal, or if
Outstanding Notes tendered
by book-entry transfer that
are not accepted are
maintained at DTC other than
the account at DTC indicated
above.
Name: Name:
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Address: Address:
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(PLEASE PRINT) (PLEASE PRINT)
Zip Code : Zip Code:
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Taxpayer Identification or Taxpayer Identification or
Social Security Number: Social Security Number:
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(SEE FORM W-9 HEREIN) (SEE FORM W-9 HEREIN)
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. The
certificates for the tendered Outstanding Notes (or a confirmation of a
book-entry into the Exchange Agent's account at DTC of all Outstanding
Notes delivered electronically), as well as a properly completed and duly
executed copy of this Letter of Transmittal of facsimile hereof and any
other documents required by this Letter of Transmittal must be received by
the Exchange Agent at its address set forth herein prior to 5:00 P.M., New
York City time, on the Expiration Date. Dow Jones may extend the Expiration
Date in its sole discretion by a public announcement given no later than
9:00 A.M., New York City time, on the next business day following the
previously scheduled Expiration Date. The method of delivery of the
tendered Outstanding Notes, this Letter of Transmittal and all other
required documents to the Exchange Agent are 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. Instead of
delivery by mail, it is recommended that the Holder use an overnight or
hand delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. No Letter of Transmittal or Outstanding Notes
should be sent to Dow Jones.
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available or (ii) who cannot deliver
their Outstanding Notes, this Letter of Transmittal or any other documents
required hereby to the Exchange Agent prior to the Exchange Date, or who
cannot complete the procedure for book-entry transfer on a timely basis
must tender their Outstanding Notes and follow the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such procedures: (i)
such tender must be made by or through an Eligible Institution (as defined
below); (ii) prior to the Expiration Date, the Exchange Agent must have
received from the 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 of the
Outstanding Notes, the certificate number or numbers of such Outstanding
Notes and the stated amount at maturity 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, this
Letter of Transmittal (or copy thereof) (or electronic instructions
containing the character by which the participant acknowledges its receipt
of and agrees to be bound by this Letter of Transmittal) together with the
certificate(s) representing the Outstanding Notes (or a confirmation of
electronic mail delivery of book-entry into the Exchange Agent's account at
DTC) and any of the required documents will be deposited by the Eligible
Institution with the Exchange Agent; and (iii) such properly completed and
executed Letter of Transmittal (or copy thereof) (or electronic
instructions containing the character by which the participant acknowledges
its receipt of and agrees to be bound by this Letter of Transmittal), as
well as all other documents required by this Letter of Transmittal, and the
certificate(s) representing all tendered Outstanding Notes in proper form
for transfer (or a confirmation of electronic mail delivery book-entry
delivery into the Exchange Agent's account at DTC), must be received by the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date. Any Holder of Outstanding Notes who wishes to tender these
Outstanding Notes pursuant to the guaranteed delivery procedures described
above must ensure that the Exchange Agent receives the Notice of Guaranteed
Delivery prior to 5:00 P.M., New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Outstanding Notes will be
determined by Dow Jones in its sole discretion, which determination will be
final and binding. Dow Jones reserves the absolute right to reject any and
all Outstanding Notes not properly tendered or any Outstanding Notes Dow
Jones' acceptance of which would, in the opinion of counsel for Dow Jones,
be unlawful. Dow Jones also reserves the absolute right to waive any
defects, irregularities or conditions of tender as to particular
Outstanding Notes. Dow Jones' interpretation of the terms and conditions of
the Exchange Offer (including the instructions in this Letter of
Transmittal) will be in its sole discretion and 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 Dow
Jones shall determine. Although Dow Jones intends to notify Holders of
defects or irregularities with respect to tenders of Outstanding Notes,
neither Dow Jones, the Exchange Agent nor any other person shall be under
any duty to give notification of defects or irregularities with respect to
tenders of Outstanding Notes, nor shall any of them incur any liability for
failure to give such notification. Tenders of Outstanding Notes will not be
deemed to have been made until such defects or irregularities have been
cured or waived and will be returned without cost by the Exchange Agent to
the tendering Holders of Outstanding Notes, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration
Date.
2. PARTIAL TENDERS; WITHDRAWALS. If less than all Outstanding Notes are
tendered, the tendering Holder should fill in the number of Outstanding
Notes tendered in the third column of the chart entitled "Description of
Outstanding Notes." All Outstanding Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If not all
Outstanding Notes are tendered, Outstanding Notes for the aggregate stated
amount at maturity of Outstanding Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If not all
Outstanding Notes are tendered, a certificate or certificates representing
Exchange Notes issued in exchange of any Outstanding Notes tendered and
accepted will be sent to the Holder at his or her registered address,
unless a different address is provided in the appropriate box in this
Letter of Transmittal or unless tender is made through DTC, promptly after
the Outstanding Notes are accepted for exchange.
3. SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy hereof) 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 Outstanding Notes without alteration, enlargement or any change
whatsoever.
If this Letter of Transmittal (or copy hereof) is signed by the registered
Holder(s) of Outstanding Notes tendered and the certificate(s) for Exchange
Notes issued in exchange therefor is to be issued (or any untendered number
of Outstanding Notes is to be reissued) to the registered Holder, such
Holder need not and should not endorse any tendered Outstanding Note, nor
provide a separate bond power. In any other case, such Holder must either
properly endorse the Outstanding Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal, with the
signature on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or copy hereof) if signed by a person other
than the registered Holder(s) of Outstanding Notes listed therein, such
Outstanding Notes must be endorsed or accompanied by properly completed
bond powers which authorized such person to tender the Outstanding Notes on
behalf of the registered Holder, in either case signed as the name of the
registered Holder or Holders appears on the Outstanding Notes.
If this Letter of Transmittal (or copy hereof) or any Outstanding Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a
fiduciary or representative capacity, such person should so indicate when
signing and unless waived by Dow Jones, evidence satisfactory to Dow Jones
of their authority to so act must be submitted with this Letter of
Transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required by
this Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal (or copy hereof) or a notice of
withdrawal, as the case may be, must be guaranteed by 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") unless the Outstanding Notes tendered pursuant
thereto are tendered (i) by a registered Holder (including any participant
in DTC whose name appears on a security position listing as the owner of
Outstanding Notes) who has not completed the box set forth herein entitled
"Special Issuance Instructions" or "Special Delivery Instructions" of this
Letter of Transmittal or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
include, in the applicable spaces, the name and address to which Exchange
Notes for stated amount at maturity not tendered or not accepted for
exchange are to be sent, if different from the name and address of the
person signing this Letter of Transmittal (or in the case of tender of the
Outstanding Notes through DTC, if different from the account maintained at
DTC indicated above). In the case of issuance in a different name, the
taxpayer identification or social security number of the person named must
also be indicated.
5. TRANSFER TAXES. Dow Jones shall pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes pursuant to the Exchange
Offer. If, however, certificates representing Exchange Notes, or
Outstanding Notes for stated amounts at maturity not tendered or accepted
for exchange, are to be delivered to, or are to be issued in the name of,
any person other than the registered Holder of the Outstanding Notes
tendered hereby, or if a transfer tax is imposed for any reason other than
the exchange of Outstanding Notes pursuant to the Exchange Offer, then 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 exemption therefrom is
not submitted herewith, the amount of such transfer taxes will be billed
directly to such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes listed in this
Letter of Transmittal.
6. WAIVER OF CONDITIONS. Dow Jones reserves the absolute right to amend,
waive or modify, in whole or in part, any of the conditions to the Exchange
Offer set forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED 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.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent at the address and telephone number set forth above. In addition, all
questions relating to the Exchange Offer, as well as requests for
assistance or additional copies of the Prospectus and this Letter of
Transmittal, may be directed to the Exchange Agent at the address specified
in the Prospectus.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or
Outstanding Notes will be determined by Dow Jones, in its sole discretion,
which determination will be final and binding. Dow Jones reserves the
absolute right to reject any or all Letters of Transmittal or tenders that
are not in proper form or the acceptance of which would, in the opinion of
Dow Jones or Dow Jones' counsel, be unlawful. Dow Jones also reserves the
right to waive any defaults, irregularities or conditions of tender as to
the particular Outstanding Notes covered by any Letter of Transmittal or
tendered pursuant to such Letter of Transmittal. None of Dow Jones, the
Exchange Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification. Dow Jones'
interpretation of the terms and conditions of the Exchange Offer shall be
final and binding.
10. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted unless consented to by Dow Jones. All
tendering holders of Outstanding Notes, by execution of this Letter of
Transmittal, shall waive any right to receive notice of the acceptance of
their Outstanding Notes for exchange.
11. DEFINITIONS. Capitalized terms used in this Letter of Transmittal and
not otherwise defined have the meanings given in the Prospectus.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
CERTIFICATES FOR OUTSTANDING NOTES 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.
[INSERT W-9]
IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES
FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS)
OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK
CITY TIME ON THE EXPIRATION DATE.
(DO NOT WRITE IN SPACE BELOW)
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CERTIFICATE SURRENDERED OUTSTANDING OUTSTANDING
NOTES TENDERED NOTES ACCEPTED
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Delivery Prepared by: Checked by: Date
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