EXHIBIT 99.1
LETTER OF TRANSMITTAL
LBI Media, Inc.
Offer To Exchange 10 1/8% Senior Subordinated Notes Due 2012 Which Have Been
Registered Under The Securities Act of 1933, as Amended, For Any And All
Outstanding 10 1/8% Senior Subordinated Notes Due 2012
Pursuant to the Prospectus dated [ ], 200
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON [ ], 200 , UNLESS EXTENDED BY LBI MEDIA, INC. (SUCH DATE,
AS MAY BE EXTENDED BY LBI MEDIA, INC., IS REFERRED TO HEREIN AS THE
"EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
U.S. Bank, N.A.
By Overnight Delivery or
Registered
or Certified Mail: By Hand Delivery:
U.S. Bank, N.A. U.S. Bank, N.A.
180 East Fifth Street 180 East Fifth Street
St. Paul, Minnesota 55101 St. Paul, Minnesota 55101
Attention: Specialized Attention: Specialized
Finance Finance
Facsimile Transmission Number
(Eligible Institutions Only):
(651) 244-1537
Confirm Receipt of Facsimile by Telephone:
(651) 244-4512
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE
WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. THE INSTRUCTIONS
CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The undersigned
acknowledges that he or she has received and reviewed the prospectus dated
[ ], 200 (the "Prospectus"), of LBI Media, Inc., a California corporation
(the "Company" or the "Issuer"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $150,000,000 of the
Company's 10 1/8% Senior Subordinated Notes due 2012 which have been registered
under the Securities Act of 1933, as amended (individually an "Exchange Note"
and collectively, the "Exchange Notes"), for a like principal amount of the
Company's issued and outstanding 10 1/8% Senior Subordinated Notes due 2012
(individually an "Old Note" and collectively, the "Old Notes") from the
registered holders thereof. Recipients of the Prospectus should read the
requirements described in the Prospectus with respect to eligibility to
participate in the Exchange Offer. Capitalized terms used but not defined
herein have the meaning given to them in the Prospectus.
This Letter of Transmittal is to be completed by holders of Old Notes either
if Old Notes are to be forwarded herewith or if tenders of Old Notes are to be
made by book-entry transfer to an account maintained by the U.S. Bank, N.A.
(the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in "The Exchange Offer; Registration Rights--Procedures
for Tendering" in the Prospectus.
Holders of Old Notes whose certificates (the "Certificates") for such Old
Notes are not immediately available or who cannot deliver their Certificates,
this Letter of Transmittal and all other required documents to the Exchange
Agent on or prior to the Expiration Date or who cannot complete the procedures
for book-entry transfer on a timely basis, may tender their Old Notes according
to the guaranteed delivery procedures set forth in "The Exchange Offer;
Registration Rights--Guaranteed Delivery Procedures" in the Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
List below the Old Notes of which you are a holder. If the space provided
below is inadequate, list the certificate numbers and principal amount on a
separate signed schedule and attach that schedule to this Letter of
Transmittal. See Instruction 3.
(Boxes Below To Be Checked By Eligible Institutions Only. See Instruction 1.)
ALL TENDERING HOLDERS COMPLETE THIS BOX:
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DESCRIPTION OF OLD NOTES
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Name(s) and Address of Registered Holder(s) Certificate Aggregate Principal Principal Amount
(Please fill in if blank) Number(s)* Amount Represented Tendered**
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Total
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* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old
Notes represented by the Old Notes indicated in Column 2. See Instruction 2. Old Notes tendered
hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See
Instruction 1.
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[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution _______________________________________________
Account Number ____________________ Transaction Code Number __________________
By crediting the Old Notes to the Exchange Agent's account at DTC using the
Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP
procedures with respect to the Exchange Offer, including transmitting to the
Exchange Agent an Agent's Message in which the holder of the Old Notes
acknowledges and agrees to be bound by the terms of, and makes the
representations and warranties contained in, this Letter of Transmittal, the
participant in DTC confirms on behalf of itself and the beneficial owners of
such Old Notes all provisions of this Letter of Transmittal (including all
representations and warranties) applicable to it and such beneficial owner as
fully as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent.
[_] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD 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 Holders(s) ____________________________________________
Window Ticket Number (if any) _______________________________________________
Date of Execution of Notice of Guaranteed Delivery __________________________
Name of Institution Which Guaranteed Delivery _______________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number ____________________ Transaction Code Number __________________
Name of Tendering Institution _______________________________________________
[_] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN ADDITIONAL
COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: _______________________________________________________________________
Address: ____________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Old Notes that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
any resale of such Exchange Notes; however, by so acknowledging and by
delivering such a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act. If the
undersigned is a broker-dealer that will receive Exchange Notes, it represents
that the Old Notes to be exchanged for the Exchange Notes were acquired as a
result of market-making activities or other trading activities.
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Ladies and Gentlemen:
The undersigned hereby tenders to LBI Media, Inc. (the "Company") the above
described principal amount of the Company's 10 1/8% Senior Subordinated Notes
due 2012, of which $150.0 million were originally issued July 9, 2002 (the "Old
Notes"), in exchange for a like principal amount of the Company's 10 1/8%
Senior Subordinated Notes due 2012 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended ("the Securities Act"),
upon the terms and subject to the conditions set forth in the prospectus dated
[ ], 200 (as the same may be amended or supplemented from time to time,
the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter
of Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").
Subject to and effective upon the acceptance for exchange of the Old Notes
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of the Company all right, title and interest in and to such Old
Notes as are being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of the
Company in connection with the Exchange Offer and as Trustee under the
Indenture dated July 9, 2002 (the "Indenture") for the Old Notes and the
Exchange Notes) with respect to the Old Notes, with full power of substitution
(such power of attorney being an irrevocable power coupled with an interest),
subject only to the right of withdrawal described in the Prospectus, to: (i)
deliver such Old Notes to the Company together with all accompanying evidences
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 be
issued in exchange for such Old Notes; (ii) present Certificates for such Old
Notes for transfer, and to transfer such Old Notes on the account books
maintained by DTC; and (iii) receive for the account of the Company all
benefits and otherwise exercise all rights of beneficial ownership of such Old
Notes, all in accordance with the terms and conditions of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange and transfer the Old Notes tendered
hereby and that, when the same are accepted for exchange, the Company will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances, and that the Old Notes tendered
hereby are not subject to any adverse claims or proxies. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Company or the Exchange Agent to be necessary or desirable to complete the
exchange and transfer of the Old Notes tendered hereby. The undersigned has
read and agrees to all of the terms of the Exchange Offer.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Old Notes. The
Certificate number(s) and the Old Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.
If any tendered Old Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if Certificates are submitted for more Old Notes than are
tendered or accepted for exchange, Certificates for such nonexchanged or
nontendered Old Notes will be returned (or, in the case of Old Notes tendered
by book-entry transfer, such Old Notes will be credited to an account
maintained at DTC), without expense to the tendering holder promptly following
the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Old Notes pursuant to any one of
the procedures described in "The Exchange Offer; Registration
Rights--Procedures for Tendering" in the Prospectus and in the instructions
herein will, upon the Company's acceptance for exchange of such tendered Old
Notes, constitute a binding agreement between the undersigned and the Company
upon the terms and subject to the conditions of the Exchange Offer. The
undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Company may not be required to accept for exchange any of the
Old Notes tendered hereby.
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Unless otherwise indicated herein in the box entitled "Special Registration
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, that such Exchange Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute Certificates
representing Old Notes not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Old
Notes, will be credited to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please deliver Exchange Notes to the undersigned at the address shown below the
undersigned's signature.
Unless the box under the heading "Special Registration Instructions" is
checked, by tendering Old Notes and executing this Letter of Transmittal, the
undersigned hereby represents and warrants that:
(i) neither the undersigned nor any beneficial owner of the Old Notes
(the "Beneficial Owner") is an "affiliate," as such term is defined under
Rule 405 under the Securities Act, of the Company, or if the undersigned or
Beneficial Owner is an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act, if applicable. Upon
request by the Company, the undersigned or Beneficial Owner will deliver to
the Company a legal opinion confirming it is not such an affiliate;
(ii) the Exchange Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned and any
Beneficial Owner;
(iii) neither the undersigned nor any Beneficial Owner is engaging in or
intends to engage in a distribution of such Exchange Notes;
(iv) neither the undersigned nor any Beneficial Owner has an arrangement
or understanding with any person to participate in the distribution of such
Exchange Notes;
(v) if the undersigned or any Beneficial Owner is a resident of the State
of California, it falls under the self-executing institutional investor
exemption set forth under Section 25102(i) of the Corporate Securities Law
of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky
Regulations;
(vi) if the undersigned or any Beneficial Owner is a resident of the
Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Sections 203(c), 102(d) and
(k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the
Pennsylvania Blue Sky Regulations and an interpretive opinion dated November
16, 1985;
(vii) the undersigned and each Beneficial Owner acknowledges and agrees
that any person who is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or is participating
in the Exchange Offer for the purpose of distributing the Exchange Notes,
must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction of the
Exchange Notes or interests therein acquired by such person and cannot rely
on the position of the staff of the Securities and Exchange Commission (the
"SEC") set forth in certain no-action letters; and
(viii) the undersigned and each Beneficial Owner understands that a
secondary resale transaction described in clause (vii) above and any resales
of Exchange Notes or interests therein obtained by such holder in exchange
for Old Notes or interests therein originally acquired by such holder
directly from the Company should be covered by an effective registration
statement containing the selling security holder information required by
Item 507 or Item 508, as applicable, of Regulation S-K or the SEC.
The undersigned may, IF AND ONLY IF UNABLE TO MAKE ALL OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN (i)-(viii) ABOVE, elect to have its
Old Notes registered in the shelf registration described in the Registration
Rights Agreement, dated as of July 9, 2002, between the Company, as issuer,
Liberman Television of Houston, Inc., KZJL License Corp., Liberman Television,
Inc., KRCA Television, Inc., KRCA License Corp., Liberman Broadcasting, Inc.,
LBI Radio License Corp., Liberman Broadcasting of Houston, Inc., Liberman
Broadcasting of Houston License Corp. and Empire Burbank Studios, Inc., as
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guarantors, and Credit Suisse First Boston Corporation, UBS Warburg LLC, Banc
of America Securities LLC, CIBC World Markets Corp. and Fleet Securities, Inc.,
as initial purchasers, in the form filed as an exhibit to the registration
statement of which the Prospectus is a part. Such election may be made by
checking the box under "Special Registration Instructions" on page 7. By making
such election, the undersigned agrees, jointly and severally, as a holder of
transfer restricted securities participating in a shelf registration, to
indemnify and hold harmless the Company, its agents, employees, directors and
officers and each Person who controls the Company, within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against
any and all losses, claims, damages and liabilities whatsoever (including,
without limitation, the reasonable legal and other expenses actually incurred
in connection with any suit, action or proceeding or any claim asserted)
arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the shelf registration statement
filed with respect to such Old Notes or the Prospectus or in any amendment
thereof or supplement thereto or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, in each case to the extent, but only to the extent, that any
such loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with information relating to the
undersigned furnished to the Company in writing by or on behalf of the
undersigned expressly for use therein. Any such indemnification shall be
governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses
set forth therein. The above summary of the indemnification provisions of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by reference to the Registration Rights Agreement.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and delivering a prospectus, the undersigned will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. If the undersigned is a broker-dealer and Old Notes held for
its own account were not acquired as a result of market-making or other trading
activities, such Old Notes cannot be exchanged pursuant to the Exchange Offer.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus and in the instructions contained in this Letter of
Transmittal, this tender is irrevocable.
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 5 and 6)
To be completed ONLY if the Exchange Notes or any Old Notes that are not
tendered are to be issued in the name of someone other than the registered
holder(s) of the Old Notes whose name(s) appear(s) above.
Issue:
[_] Old Notes not tendered, to:
[_] Exchange Notes, to:
Name(s) _____________________________________________________________________
(Please Type or Print)
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(Please Type or Print)
Address _____________________________________________________________________
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Telephone ___________________________________________________________________
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(Tax Identification or Social Security Number)
* (Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN,
a Form W-8ECI, or a Form W-8IMY)
Credit unchanged Old Notes delivered by book-entry transfer to the Book-Entry
Transfer Facility account set forth below.
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(Book-Entry Transfer Facility Account Number,
if applicable)
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 6)
To be completed ONLY if certificates for Old Notes not exchanged and/or
Exchange Notes are to be sent to someone other than the person or persons whose
signatures(s) appear(s) on this letter below or to such person or persons at an
address other than shown in the box entitled "Description of Old Notes" on this
Letter above.
Mail Exchange Notes and/or Old Notes to:
Name(s) * ___________________________________________________________________
(Please Type or Print)
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(Please Type or Print)
Address _____________________________________________________________________
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Zip Code
* (Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN,
a Form W-8ECI, or a Form W-8IMY)
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SPECIAL REGISTRATION INSTRUCTIONS
(See Page 5)
To be completed ONLY IF (i) the undersigned satisfies the conditions set forth
on page 5, (ii) the undersigned elects to register its Old Notes in the shelf
registration described in the Registration Rights Agreement, and (iii) the
undersigned agrees to comply with the Registration Rights Agreement and to
indemnify certain entities and individuals as set forth on page 5.
[_] By checking this box the undersigned hereby (i) represents that it is
entitled to have its Old Notes registered in a shelf registration in accordance
with the Registration Rights Agreement, (ii) elects to have its Old Notes
registered pursuant to the shelf registration described in the Registration
Rights Agreement, and (iii) agrees to comply with the Registration Rights
Agreement and to indemnify certain entities and individuals identified in, and
to the extent provided on, page 5.
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR
THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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SIGNATURE
Signature(s) must be guaranteed if required by Instructions 2 and 5. This
Letter of Transmittal must be signed by the registered holder(s) exactly as the
name(s) appear(s) on Certificate(s) for the Old Notes hereby tendered or on a
security position listing, or by any person(s) authorized to become the
registered holder(s) by endorsements and documents transmitted herewith,
including such opinions of counsel, certifications and other information as may
be required by the Company or the Trustee for the Old Notes to comply with
restrictions on transfer applicable to the Old Notes. If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer's full title. See Instructions 2 and 5.
x ___________________________________________________________________
x ___________________________________________________________________
Signature(s) of Registered Holder(s) or Authorized Signature
Dated: ______________________________________________________________
(Please Type or Print) Name(s):
Title: ______________________________________________________________
Address: ____________________________________________________________
(Including Zip Code)
Area Code and Telephone Number: _____________________________________
GUARANTEE OF SIGNATURE(S)
(If Required--See Instructions 2 and 5)
Signature(s) Guaranteed by
an Eligible Institution: ____________________________________________________
(Authorized Signature)
Name of Eligible Institution
Guaranteeing Signature: _____________________________________________________
Capacity (full title): ______________________________________________________
Address: ____________________________________________________________________
Telephone Number: ___________________________________________________________
Dated: _______________________________________________________ , 2002
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INSTRUCTIONS
(Forming part of the terms and conditions of the Exchange Offer)
1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in "The
Exchange Offer; Registration Rights--Book-Entry Transfer" in the Prospectus.
Certificates, or timely confirmation of a book-entry transfer of such Old Notes
into the Exchange Agent's account at DTC, as well as this Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any required
signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein on or prior to the Expiration Date. The term "book-entry confirmation"
means a timely confirmation of book-entry transfer of Old Notes into the
Exchange Agent's account at DTC. Old Notes may be tendered in whole or in part
in integral multiples of $1,000 principal amount at maturity.
Holders who wish to tender their Old Notes and: (i) whose Certificates for
such Old Notes are not immediately available; (ii) who cannot deliver their
Certificates, this Letter of Transmittal and all other required documents to
the Exchange Agent prior to the Expiration Date; or (iii) who cannot complete
the procedures for delivery by book-entry transfer on a timely basis, may
tender their Old Notes by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth
under "The Exchange Offer; Registration Rights--Guaranteed Delivery Procedures"
in the Prospectus. Pursuant to such procedures: (i) such tender must be made by
or through an Eligible Institution (as defined below); (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form accompanying this Letter of Transmittal, must be received by the Exchange
Agent prior to the Expiration Date; and (iii) the Certificates (or a book-entry
confirmation) representing all tendered Old Notes, in proper form for transfer,
together with a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent within three New York Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery, all as provided under "The
Exchange Offer; Registration Rights--Guaranteed Delivery Procedures" in the
Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in the Notice of Guaranteed
Delivery. For Old Notes to be properly tendered pursuant to the guaranteed
delivery procedure, the Exchange Agent must receive a Notice of Guaranteed
Delivery prior to the Expiration Date. As used herein and in the Prospectus,
"Eligible Institution" means a firm or other entity identified in Rule 17Ad-15
under the Exchange Act as "an eligible guarantor institution," including (as
such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker or dealer or government securities broker or dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO
LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR
NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
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2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if: (i) this Letter of Transmittal is signed by the
registered holder (which shall include any participant in DTC whose name
appears on a security position listing as the owner of the Old Notes) of Old
Notes tendered herewith, unless such holder has completed either the box
entitled "Special Registration Instructions" or the box entitled "Special
Delivery Instructions" above; or (ii) such Old Notes are tendered for the
account of a firm that is an Eligible Institution. In all other cases, an
Eligible Institution must guarantee the signature(s) on this Letter of
Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the Certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule and attached to this Letter of
Transmittal.
4. Partial Tenders and Withdrawal Rights. Tenders of Old Notes will be
accepted only in integral multiples of $1,000 principal amount. If less than
all the Old Notes evidenced by any Certificate submitted are to be tendered,
fill in the principal amount of Old Notes which are to be tendered in the box
entitled "Description of Old Notes--Principal Amount Tendered." In such case,
new Certificate(s) for the remainder of the Old Notes that were evidenced by
the old Certificate(s) will be sent to the tendering holder, unless the
appropriate boxes on this Letter of Transmittal are completed, promptly after
the Expiration Date. All Old Notes represented by Certificates delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to the Expiration Date. In order for a withdrawal to be
effective, a written, telegraphic or facsimile transmission of such notice of
withdrawal must be timely received by the Exchange Agent at its address set
forth above prior to the Expiration Date. Any such notice of withdrawal must
specify the name of the person who tendered the Old Notes to be withdrawn, the
aggregate principal amount of Old Notes to be withdrawn, and (if Certificates
for such Old Notes have been tendered) the name of the registered holder of the
Old Notes as set forth on the Certificate(s), if different from that of the
person who tendered such Old Notes. If Certificates for Old Notes have been
delivered or otherwise identified to the Exchange Agent, the notice of
withdrawal must specify the serial numbers on the particular Certificates for
the Old Notes to be withdrawn and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution, except in the case of Old Notes
tendered for the account of an Eligible Institution. If Old Notes have been
tendered pursuant to the procedures for book-entry transfer set forth under
"The Exchange Offer; Registration Rights--Book-Entry Transfer" in the
Prospectus, the notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawal of Old Notes and must
otherwise comply with the procedures of DTC. Withdrawals of tenders of Old
Notes may not be rescinded. Old Notes properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any subsequent time prior to the Expiration Date by following any of the
procedures described in the Prospectus under "The Exchange Offer; Registration
Rights--Procedures for Tendering."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, which determination shall be final and binding on all parties.
Neither the Company, any affiliates of the Company, the Exchange Agent or any
other person shall be under any duty to give any notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification. Any Old Notes which have been tendered but which
are withdrawn will be returned to the holder thereof promptly after withdrawal.
5. Signatures on Letter of Transmittal, Assignments and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the Certificate(s) or on a security position
listing, without alteration, enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
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If any tendered Old Notes are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are names in
which Certificates are registered.
If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing and must submit proper evidence
satisfactory to the Company, in its sole discretion, of such persons' authority
to so act.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes listed and transmitted hereby, the
Certificate(s) must be endorsed or accompanied by appropriate bond power(s),
signed exactly as the name(s) of the registered owner appear(s) on the
Certificate(s), and also must be accompanied by such opinions of counsel,
certifications and other information as the Company or the Trustee for the Old
Notes may require in accordance with the restrictions on transfer applicable to
the Old Notes. Signature(s) on such Certificate(s) or bond power(s) must be
guaranteed by an Eligible Institution.
6. Special Registration and Delivery Instructions. If Exchange Notes or
Certificates for Old Notes not exchanged are to be issued in the name of a
person other than the signer of this Letter of Transmittal, or are to be sent
to someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. In the case of issuance in a different name,
the taxpayer identification number of the person named must also be indicated.
Holders tendering Old Notes by book-entry transfer may request that Old Notes
not exchanged be credited to such account maintained at DTC as such holder may
designate. If no such instructions are given, Old Notes not exchanged will be
returned by mail or, if tendered by book-entry transfer, by crediting the
account indicated above maintained at DTC.
7. Irregularities. The Company will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Old Notes, which
determination shall be final and binding on all parties. The Company reserves
the absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by it not to be in proper form or the acceptance for
exchange of which may, in the view of counsel to the Company, be unlawful. The
Company also reserves the absolute right, subject to applicable law, to waive
any of the conditions of the Exchange Offer set forth in the Prospectus under
"The Exchange Offer; Registration Rights--Conditions to the Exchange Offer" or
any defect or irregularity in any tender of Old Notes of any particular holder
whether or not similar defects or irregularities are waived in the case of
other holders. The Company's interpretation of the terms and conditions of the
Exchange Offer (including this Letter of Transmittal and the instructions
hereto) will be final and binding. No tender of Old Notes will be deemed to
have been validly made until all defects or irregularities with respect to such
tender have been cured or waived. Neither the Company, any affiliates of the
Company, the Exchange Agent, or any other person shall be under any duty to
give any notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
8. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth above. Additional copies of the Prospectus, the
Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained
from the Exchange Agent or from your broker, dealer, commercial bank, trust
company or other nominee.
9. Mutilated, Lost, Destroyed or Stolen Certificates. If any Certificate
representing Old Notes has been mutilated, lost, destroyed or stolen, the
holder should promptly notify the Exchange Agent. The holder will then be
instructed as to the steps that must be taken in order to replace the
Certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, destroyed or
stolen Certificates have been followed.
10. Security Transfer Taxes. Holders who tender their Old Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that if Exchange Notes are to be delivered to, or are to be
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issued in the name of, any person other than the registered holder of the Old
Notes tendered, or if a transfer tax is imposed for any reason other than the
exchange of Old Notes in connection with the Exchange Offer, then the amount of
any such transfer tax (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such transfer tax or exemption therefrom is not submitted with the
Letter of Transmittal, the amount of such transfer tax will be billed directly
to such tendering holder.
11. Tax Identification Number and Backup Withholding. Federal income tax
law generally requires that a holder of Old Notes whose tendered Old Notes are
accepted for exchange or such holder's assignee (in either case, the "Payee"),
provide the exchange agent (the "Payor") with such Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is such Payee's social security number. If the Payor is not
provided with the correct TIN or an adequate basis for an exemption, such Payee
may be subject to a $50 penalty imposed by the Internal Revenue Service and
backup withholding in an amount up to 31% of the gross proceeds received
pursuant to the Exchange Offer. If withholding results in an overpayment of
taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's correct
TIN by completing the "Substitute Form W-9" set forth herein, certifying that
the TIN provided is correct (or that such Payee is awaiting a TIN) and that:
. the Payee is exempt from backup withholding;
. the Payee has not been notified by the Internal Revenue Service that such
Payee is subject to backup withholding as a result of a failure to report
all interest or dividends; or
. the Internal Revenue Service has notified the Payee that such Payee is no
longer subject to backup withholding.
If the Payee does not have a TIN, such Payee should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9,
and sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth herein. If the Payee does not provide
such Payee's TIN to the Payor within 60 days, backup withholding will begin and
continue until such Payee furnishes such Payee's TIN to the Payor. Note:
Writing "Applied For" on the form means that the Payee has already applied for
a TIN or that such Payee intends to apply for one in the near future.
If Old Notes are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
must enter its correct TIN in Part I of the Substitute Form W-9, write "Exempt"
in Part 2 of such form and sign and date the form. See the W-9 Guidelines for
additional instructions. In order for a nonresident alien or foreign entity to
qualify as exempt, such person must submit a completed Form W-8, "Certificate
of Foreign Status," signed under penalty of perjury attesting to such exempt
status. Such form may be obtained from the Payor.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER
WITH CERTIFICATES REPRESENTING TENDERED OLD NOTES OR A BOOK-ENTRY CONFIRMATION
AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO THE EXPIRATION DATE.
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PAYOR'S NAME: U.S. BANK, N.A. (THE "PAYOR")
- -------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN: _________________________
TIN IN THE BOX AT RIGHT AND Social Security Number
Form W-9 CERTIFY BY SIGNING AND or
DATING BELOW
--------------------------------------------
Department of the PART 2--FOR PAYEES EXEMPT
Treasury FROM BACKUP WITHHOLDING ------------------------
Internal Revenue Service (See Instructions) Employer Identification Number
-------------------------------------------------------------------------------------
PART 3--CERTIFICATION--Under penalties of perjury, I certify that:
Payer's Request for Taxpayer
Identification Number ("TIN") (1) The number shown on this form is my correct TIN (or I am waiting for a
and Certification number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue
Service (the "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.
(3) I am a U.S. person (including a U.S. resident alien).
The IRS does not require your consent to any provision of this document other
than the certification required to avoid backup withholding.
SIGNATURE ______________________________ DATE ___________
- -------------------------------------------------------------------------------------------------------------------------
You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax return.
- -------------------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART 1 OF THE
SUBSTITUTE FORM W-9.
- -------------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office (or I intend to mail or deliver
an application in the near future). I understand that if I do not provide a
taxpayer identification number to the Payor within 60 days, the Payor is
required to withhold at the applicable backup withholding rate for all cash
payments made to me thereafter until I provide a taxpayer identification number.
SIGNATURE ____________________________________________ DATE __________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING AT THE
APPLICABLE RATE FOR ALL CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
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