Exhibit 99.2
NOTICE OF CHANGE OF CONTROL
AND
CHANGE OF CONTROL OFFER TO PURCHASE FOR CASH
BY
JOSTENS, INC.
ALL OR ANY PORTION OF ITS OUTSTANDING
12 3/4% SENIOR SUBORDINATED NOTES DUE 2010 (CUSIP NO. 481088 AF9)
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THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 2, 2003,
UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "CHANGE OF CONTROL
EXPIRATION DATE"). TENDERED NOTES MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE CHANGE OF CONTROL EXPIRATION DATE, UNLESS
EXTENDED, BUT NOT THEREAFTER. THE COMPANY RESERVES THE RIGHT TO EXTEND THE
CHANGE OF CONTROL EXPIRATION DATE IN ITS SOLE DISCRETION.
- --------------------------------------------------------------------------------
As more fully described in this Notice of Change of Control and
Change of Control Offer to Purchase dated as of July 30, 2003 (this "Offer to
Purchase"), Jostens, Inc., a Minnesota corporation (the "Company"), is required
to offer, within 30 days after the consummation of a Change of Control, and
hereby offers, upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the accompanying Letter of Transmittal (the "Letter of
Transmittal" and, together with this Offer to Purchase, the "Offer"), to
purchase for cash all or any portion of its outstanding 12 3/4% Senior
Subordinated Notes due 2010 (the "Notes"), at a purchase price (the "Change of
Control Payment") equal to 101% of the aggregate principal amount of the Notes
plus an amount equal to the accrued and unpaid interest thereon and Liquidated
Damages (as defined in the Indenture), if any, in respect thereof to the date of
payment for the Notes (the "Change of Control Purchase Date"). No Liquidated
Damages are payable in respect of the Notes. Assuming that the Change of Control
Purchase date is September 5, 2003, then the Company will pay $1,053.92 in
respect of each $1,000 of principal amount of Notes in the Offer.
The Company is required to make the Offer pursuant to Sections 3.09
and 4.08 of the Indenture (the "Indenture") dated as of May 10, 2000, among the
Company, American Yearbook Company Inc., a Kansas corporation, as guarantor, and
The Bank of New York, a New York banking corporation, as the trustee (the
"Trustee"). Capitalized terms that are used but not defined herein shall have
the meanings set forth in the Indenture.
The Offer is being made pursuant to the terms of the Indenture as a
result of a Change of Control of the Company. The Change of Control occurred
upon consummation of the merger (the "Merger") of Ring Acquisition Corp., a
Minnesota corporation ("Merger Sub") and an indirect, wholly-owned subsidiary of
Jostens Holding Corp. (formerly known as Ring Holding Corp.), a Delaware
corporation ("Parent"), with and into the Company on July 29, 2003, pursuant to
the terms of the Agreement and Plan of Merger dated as of June 17, 2003 ("Merger
Agreement"), by and among Parent, Merger Sub and the Company. Consummation of
the Merger constituted a Change of Control under the Indenture which requires
the Company, within 30 days after the Change of Control, to offer (and the
Company is hereby offering pursuant to the Indenture on the terms and subject to
the conditions set forth in this Offer to Purchase and the Letter of
Transmittal) to purchase all Notes outstanding in an amount equal to the Change
of Control Payment.
July 30, 2003
IN ACCORDANCE WITH THE TERMS OF THE INDENTURE, IF ANY NOTES ARE
TENDERED IN THE OFFER, SUCH OFFER WILL BE CONSUMMATED ON THE CHANGE OF CONTROL
PURCHASE DATE.
IMPORTANT INFORMATION
Any registered holder of Notes desiring to tender such holder's Notes
should either (1) complete and sign the Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal, have
such holder's signature thereon guaranteed if required by Instruction 1 to the
Letter of Transmittal, mail or deliver the Letter of Transmittal (or such
facsimile), and any other required documents to the Depositary (as defined
herein) and deliver the certificates for such Notes to the Depositary along with
the Letter of Transmittal (or such facsimile) or, in the case of a book-entry
transfer effected pursuant to the procedure set forth herein, deliver an Agent's
Message (as defined herein) and any other required documents to the Depositary
and deliver such Notes pursuant to the procedure for book-entry transfer set
forth herein, in each case prior to the Change of Control Expiration Date or (2)
request such holder's broker, dealer, commercial bank, trust company or other
nominee to effect the transaction for such holder. A holder having Notes
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if such holder desires to tender such Notes.
The Depository Trust Company ("DTC" or the "Book-Entry Transfer
Facility") has authorized DTC participants that hold Notes on behalf of
beneficial owners of Notes through DTC to tender their Notes as if they were
registered holders. To effect a tender, DTC participants may, in lieu of
physically completing and signing the Letter of Transmittal, transmit their
acceptance to DTC through the DTC Automated Tender Offer Program ("ATOP"), for
which the Offer will be eligible, and follow the procedure for book-entry
transfer set forth herein under "The Offer - Procedures for Tendering Notes." A
beneficial owner of Notes having Notes registered in the name of a custodian
bank, depositary, broker, dealer, trust company or other nominee must instruct
such registered holder to tender the Notes on the beneficial owner's behalf. A
Letter of Instructions, which may be used by a beneficial owner in this process
to effect the tender, is included in the materials provided along with this
Offer to Purchase.
None of the Company, Parent or their respective Boards of Directors
makes any recommendation as to whether or not holders of Notes should tender
their Notes in response to the Offer.
THE LETTER OF TRANSMITTAL OR, IN THE CASE OF A BOOK-ENTRY TRANSFER,
AN AGENT'S MESSAGE MUST BE USED TO TENDER NOTES. CONDITIONAL, IRREGULAR OR
CONTINGENT TENDERS WILL BE CONSIDERED DEFECTIVE AND WILL NOT BE ACCEPTED UNLESS
WAIVED BY THE COMPANY.
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TABLE OF CONTENTS
PAGE
SUMMARY.......................................................................................1
INTRODUCTION..................................................................................3
The Company, DLJ Merchant Banking Partners and the Merger..........................3
Available Information and Incorporation of Documents by Reference..................3
Company Filings (File No. 001-05064)...............................................4
Forward-Looking Statements.........................................................4
THE OFFER.....................................................................................6
Overview...........................................................................6
Terms of the Offer.................................................................6
Procedures for Tendering Notes.....................................................7
Withdrawal Rights.................................................................11
Acceptance for Payment and Payment................................................12
U.S. Federal Income Tax Consequences..............................................13
Sources and Amount of Funds.......................................................15
Depositary........................................................................15
Miscellaneous.....................................................................15
ANNEX A.....................................................................................A-1
Questions and requests for assistance or for additional copies of
this Offer to Purchase, the Letter of Transmittal or any other documents may be
directed to The Bank of New York, as Depositary (the "Depositary"), at the
address or telephone or facsimile number set forth on the back cover of this
Offer to Purchase. Beneficial owners may also contact their broker, dealer,
commercial bank, trust company or other nominee through which they hold the
Notes with questions and requests for assistance.
If fewer than all of the Notes have been tendered and purchased in
the Offer, the Company may, or may cause any of its affiliates to, purchase
additional Notes in privately negotiated transactions through subsequent tender
offers or otherwise. Any future purchases may be on the same terms or on terms
that are more or less favorable to holders than the terms of the Offer. Any
future purchases by the Company or any of its affiliates will depend on various
factors at that time.
THIS OFFER TO PURCHASE HAS NOT BEEN FILED WITH OR REVIEWED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY,
NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY
BE A CRIMINAL OFFENSE.
iii
THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
IN RESPECT OF THE OFFER.
No dealer, salesperson or other person has been authorized to give
any information or to make any representation not contained in this Offer to
Purchase and, if given or made, any such information or representation may not
be relied upon as having been authorized by the Company.
This Offer to Purchase constitutes neither an offer to purchase in
any jurisdiction in which, or to or from any person to or from whom, it is
unlawful to make such offer under applicable securities or blue sky laws.
Neither the delivery of this Offer to Purchase nor any purchase hereunder shall,
under any circumstances, create any implication that the information contained
herein is correct as of any time subsequent to the date hereof, or that there
has been no change in the information set forth herein or in any attachments
hereto or in the affairs of the Company or any of its subsidiaries or affiliates
since the date hereof.
iv
SUMMARY
The following summary is provided solely for the convenience of the
holders of Notes. This summary is not intended to be complete and is qualified
in its entirety by reference to the full text and more specific details
contained in this Offer to Purchase, the accompanying Letter of Transmittal and
any amendments hereto or thereto. Holders of Notes are urged to read this Offer
to Purchase in its entirety. Each of the capitalized terms used in this Summary
and not defined herein has the meaning set forth elsewhere in this Offer to
Purchase.
The Company......................... Jostens, Inc., a Minnesota corporation.
The Notes........................... 12 3/4% Senior Subordinated Notes due
2010.
The Offer........................... Offer to purchase all or any portion of
the outstanding Notes at a purchase
price equal to the Change of Control
Payment.
The Merger.......................... On July 29, 2003, Ring Acquisition
Corp., a Minnesota corporation ("Merger
Sub") and an indirect, wholly-owned
subsidiary of Jostens Holding Corp.
(formerly known as Ring Holding Corp.),
a Delaware corporation ("Parent"),
merged with and into the Company
pursuant to the Merger Agreement.
Change of Control Expiration Date... The Change of Control Expiration Date
for the Offer shall be 5:00 p.m., New
York City time, on September 2, 2003,
unless extended. Tendered Notes may be
withdrawn at any time at or prior to
5:00 p.m., New York City time, on the
Change of Control Expiration Date,
unless extended, but not thereafter. The
Company reserves the right to extent the
Change of Control Expiration Date in its
sole discretion.
Change of Control Payment........... 101% of the aggregate principal amount
of the Notes plus accrued and unpaid
interest thereon and Liquidated Damages,
if any, in respect thereof to the date
of payment for the Notes (the "Change of
Control Purchase Date"). No Liquidated
Damages are payable in respect of the
Notes. Assuming that the Change of
Control Purchase date is September 5,
2003, then the Company will pay
$1,053.92 in respect of each $1,000 of
principal amount of Notes in the Offer.
Change of Control Purchase Date..... The Change of Control Purchase Date for
the Offer is expected to be three
business days after the Change of
Control Expiration Date for the Offer.
How to Tender Notes................. For further information contact the
Depositary or consult your broker,
dealer, commercial bank, trust company
or other nominee for assistance. See
"The Offer - Procedures for Tendering
Notes."
1
Withdrawal Rights................... Tenders of Notes may be withdrawn at any
time at or prior to 5:00 p.m., New York
City time, on the Change of Control
Expiration Date but not thereafter. See
"The Offer - Withdrawal Rights."
Purpose of the Offer................ The Merger constituted a Change of
Control (as defined in the Indenture) of
the Company. Pursuant to the terms of
the Indenture, the Company is required
to make the Offer within 30 days after a
Change of Control.
U.S. Federal Income Tax
Considerations...................... For a discussion of certain U.S. federal
income tax considerations relating to
the Offer, see "The Offer - U.S. Federal
Income Tax Consequences."
Depositary.......................... The Bank of New York is serving as
Depositary in connection with the Offer.
Requests for additional copies of this
Offer to Purchase and the Letter of
Transmittal or any other required
documents should be directed to the
Depositary. The Depositary's contact
information appears on the back cover of
this Offer to Purchase.
Certain Significant Considerations.. For a discussion of certain factors that
should be considered in evaluating the
Offer, see Annex A - "Certain
Significant Considerations."
2
INTRODUCTION
THE COMPANY, DLJ MERCHANT BANKING PARTNERS AND THE MERGER
The Company. Founded in 1897, the Company is the nation's leading
provider of school-related affinity products and services that help people
celebrate important moments, recognize achievements and build affiliation. The
Company's products and services include yearbooks, class rings, graduation
products, school photography, and awards for athletes and fans. The Company's
106-year history of providing quality products and superior service enables it
to develop long-standing and extensive relationships with schools throughout the
United States and Canada.
DLJ Merchant Banking Partners. DLJ Merchant Banking Partners III,
L.P. ("DLJ Merchant Banking Partners") is the cornerstone fund of CSFB Private
Equity, the global private equity arm of Credit Suisse First Boston, with $5.3
billion in committed capital and a focus on leveraged buyouts. CSFB Private
Equity is the largest manager of alternative assets in the world, with more than
$29 billion in committed capital.
The Merger. Ring Acquisition Corp., a newly-formed company controlled
by DLJ Merchant Banking Partners and certain of its affiliated funds, each of
which is managed by CSFB Private Equity, merged with and into the Company, with
the Company continuing as the surviving corporation. Under the terms of the
Merger Agreement, which was approved by the unanimous consent of the Board of
Directors of the Company, (i) holders of each class of the Company's common
stock are entitled to receive approximately $48 per share in cash (the "Merger
Consideration"), and (ii) each share of the Company's 14% Senior Redeemable
Payment-In-Kind Preferred Stock (the "Preferred Stock") remains outstanding
unless tendered pursuant to a repurchase offer commenced by the Company on the
date hereof. Each outstanding stock option and warrant that is exercisable for
common stock of the Company was converted into the right to receive the Merger
Consideration less the applicable per share exercise price of such stock option
or warrant. In connection with the Merger, the Company refinanced its existing
credit facility through the incurrence by the Company and its wholly-owned
subsidiary, Jostens Canada Ltd. ("Jostens Canada") of new Senior Secured Credit
Facilities (the "Credit Facilities") and $415.0 million contributed by DLJ
Merchant Banking Partners and certain of its affiliated funds. The Credit
Facilities consist of: (i) a $475.0 million term loan (the "Term Loan") which
was fully funded in connection with the consummation of the Merger (the
"Closing"); (ii) a $150.0 million revolving facility (the "Revolver") of which
approximately $11.0 million was drawn at the Closing to refinance the Company's
and Jostens Canada's then-existing senior secured credit facility; and (iii) an
incremental $50.0 million term loan the proceeds of which may be used solely to
fund the Change of Control Payments pursuant to this Offer to Purchase. In
addition, the Company may use the Revolver from time to time after the Closing
to finance its general corporate needs and for working capital purposes
(including in each case those of its subsidiaries). The Company may also borrow
up to $270.0 million of bridge term loans (the "Bridge Facility") solely for the
purpose of financing the Change of Control Payments pursuant to this Offer to
Purchase on the Change of Control Purchase Date and any change of control
payments in connection with the Company's concurrent offer to purchase
outstanding shares of the Preferred Stock. Commitments for any amounts not
borrowed pursuant to the Bridge Facility in accordance with the foregoing
purpose will be terminated and will not be available to the Company for future
use.
AVAILABLE INFORMATION AND INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance with those requirements files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
3
Commission (the "SEC"). You may read and copy these reports, statements or other
information at the SEC's public reference room at the following location:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, DC 20549
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. These SEC filings are also available to the public from
commercial document retrieval services and at the Internet worldwide web site
maintained by the SEC at "HTTP://WWW.SEC.GOV".
This Offer to Purchase incorporates by reference the documents set
forth below that the Company has filed with the SEC. These documents contain
important business and financial information about the Company that is not
included in or delivered with this Offer to Purchase and constitute an important
part of this Offer to Purchase.
COMPANY FILINGS (FILE NO. 001-05064)
o Annual Report on Form 10-K for the fiscal year ended December 28, 2002;
o Quarterly Report on Form 10-Q for the quarter ended March 29, 2003; and
o Current Reports on Forms 8-K dated April 10, 2003 (filed April 16,
2003), May 8, 2003 (filed May 8, 2003), June 17, 2003 (filed June 17,
2003) and June 17, 2003 (filed June 30, 2003).
The Company also incorporates by reference additional documents that
may be filed with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act between the date of this Offer to Purchase and prior to the
consummation or termination of the Offer. Such filings include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
Any statement contained herein or contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Offer to Purchase to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.
Documents incorporated by reference are available from the Company
without charge, excluding all exhibits, except that if the Company has
specifically incorporated by reference an exhibit in this Offer to Purchase,
such exhibit will also be provided without charge. You may obtain documents
incorporated by reference in this Offer to Purchase by requesting them in
writing or by telephone from the Company at the following address or telephone
number:
Jostens, Inc.
5501 Norman Center Drive
Minneapolis, Minnesota 55437
Telephone: (952) 830-3300
Attention: Paula R. Johnson
FORWARD-LOOKING STATEMENTS
Certain statements in this Offer to Purchase and the documents
incorporated by reference herein, including, without limitation, statements
regarding future transactions, constitute forward-looking statements
4
contemplated under the Private Securities Litigation Reform Act of 1995. The
forward-looking statements concerning the Company within the meaning of the
Private Securities Litigation Reform Act of 1995 may relate to:
o the Company's financial condition;
o the Company's results of operations;
o the Company's business plans;
o the Company's business strategies, operating efficiencies or synergies,
competitive positions and growth opportunities for existing services and
products;
o the financial and regulatory environments in which the Company operates;
and
o other statements contained or incorporated by reference herein that are
not historical facts.
Other than statements of historical facts, all statements contained
or incorporated by reference in this Offer to Purchase are hereby identified as
"forward-looking statements" for the purpose of the safe harbor provided by
Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933.
These forward-looking statements, including, without limitation, those relating
to the future business prospects, revenues and income, in each case relating to
the Company, wherever they occur are necessarily estimates reflecting the best
judgment of the senior management of the Company and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, we
cannot assure you that such expectations will prove to be correct. These
forward-looking statements should, therefore, be considered in light of various
important factors, including those set forth or incorporated by reference in
this Offer to Purchase. Any change in the following factors may impact the
achievement of results:
o the Company's inability to satisfy its debt obligations;
o the Company's relationship with its independent and employee sales
representatives;
o litigation cases if decided against the Company, may adversely
affect the Company's financial results;
o environmental regulations that could impose substantial costs upon
the Company and may adversely affect the Company's financial
results;
o the fluctuating prices of raw materials, primarily gold;
o the seasonality of certain of the Company's segment sales and
operating income;
o the Company's dependence on a key supplier for synthetic and
semiprecious stones; and
o fashion and demographic trends.
These and other important factors are discussed under Annex A -
"Certain Significant Considerations."
Words such as "anticipate," "estimate," "project," "plan," "intend,"
"expect," "believe" or the negative of those terms and similar expressions are
intended to identify forward-looking statements. These forward-looking
5
statements are found at various places throughout this Offer to Purchase and the
documents incorporated by reference in this Offer to Purchase.
The cautionary statements contained or referred to in this section
should be considered in connection with any subsequent written or oral
forward-looking statements that may be issued by the Company or DLJ Merchant
Banking Partners or persons acting on their behalf.
You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this Offer to Purchase. Neither
the Company nor DLJ Merchant Banking Partners nor persons acting on their behalf
undertake to update the forward-looking statements or risk factors included or
incorporated by reference in this Offer to Purchase to reflect future events or
circumstances.
THE OFFER
OVERVIEW
The Merger constituted a Change of Control of the Company. Pursuant
to the terms of the Indenture, the Company is required to make the Offer within
30 days after the consummation of a Change of Control. The Offer is being made
pursuant to Sections 3.09 and 4.08 of the Indenture. The Company is required to
offer to purchase all of the outstanding principal amount of the Notes at the
purchase price set forth herein on the Change of Control Purchase Date and the
Company shall repurchase all Notes validly tendered and not withdrawn pursuant
to Sections 3.09 and 4.08 of the Indenture.
Any Note not tendered or accepted for payment shall continue to
accrue interest as provided in the Indenture. Unless the Company defaults in
making the Change of Control Payment, Notes accepted for payment pursuant to the
Offer shall cease to accrue interest after the Change of Control Purchase Date.
Holders electing to have Notes purchased pursuant to the Offer may elect to have
all or any portion of such Notes purchased and shall be required to surrender
such Notes in the manner specified herein. Holders shall be entitled to withdraw
their election if notice of such withdrawal is received by the Company or the
Depositary, not later than the Change of Control Expiration Date, setting forth
the name of the holder of the Notes, the principal amount delivered for purchase
and a statement that such holder is withdrawing its election to have such Notes
purchased. Holders whose Notes are purchased only in part shall be issued new
Notes equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer). The CUSIP number printed on
the Notes subject to the Offer is 481088 AF9). The Company makes no
representation as to the correctness or accuracy of the CUSIP number, if any,
listed herein or printed on the Notes.
TERMS OF THE OFFER
Upon the terms and subject to the conditions set forth in this Offer
to Purchase and in the accompanying Letter of Transmittal, the Company will
accept for payment, and thereby purchase, all Notes validly tendered on or prior
to the Change of Control Expiration Date and not properly withdrawn in the
manner described herein under "-- Withdrawal Rights." The Change of Control
Expiration Date for the Offer shall be 5:00 p.m., New York City time, on
September 2, 2003, unless and until the Company shall have extended the period
during which the Offer is open, in which event the Change of Control Expiration
Date shall mean the latest time and date on which the Offer, as so extended by
the Company, will expire.
It is expected that Notes purchased pursuant to the Offer will be
paid for in immediately available funds on the third business day after the
Change of Control Expiration Date.
6
For purposes of the Offer, validly tendered Notes (or defectively
tendered Notes in respect of which the Company has waived, or has caused to be
waived, such defect) will be deemed to have been accepted for payment, if, as
and when the Company gives oral (confirmed in writing) or written notice thereof
to the Depositary of its acceptance for payment of such Notes. The Company will
pay for Notes so accepted on the Change of Control Purchase Date by depositing
the aggregate Change of Control Payment to the extent payable, in immediately
available funds with the Depositary, which will act as agent for tendering
holders for the purpose of receiving payments from the Company and transmitting
such payments to the tendering holders.
The Company expressly reserves the right, at any time or from time to
time, subject to appropriate notice and applicable law, (i) to extend the period
during which the Offer for the Notes is open and thereby delay acceptance for
payment of, and the payment for, the Notes, by giving oral or written notice of
such extension to the Depositary and (ii) to amend the Offer in any respect by
giving oral or written notice of such amendment to the Depositary. In the case
of an extension, Rule 14e-1(d) under the Exchange Act requires that the
announcement be issued no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Change of Control Expiration Date.
Without limiting the manner in which the Company may choose to make any public
announcement, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by issuing a
public statement promptly after the Change of Control Purchase Date. There can
be no assurances as to whether or not the Company will exercise its right to
extend or amend the Offer. All Notes tendered pursuant to the Offer prior to any
extension, and not subsequently withdrawn, will remain subject to the Offer and
may be accepted for payment by the Company.
If the Company extends the Offer, or if, for any reason, the
acceptance for payment of, or the payment for, the Notes is delayed or if the
Company is unable to accept for payment or pay for Notes pursuant to the Offer,
then, without prejudice to the Company's rights under the Offer, the Depositary
may retain tendered Notes on behalf of the Company, and such Notes may not be
withdrawn except to the extent tendering holders are entitled to withdrawal
rights as described herein under "-- Withdrawal Rights." However, the ability of
the Company to delay the payment for Notes that the Company has accepted for
payment is limited by Rule 14e-1(c) under the Exchange Act, which requires that
a bidder pay the consideration offered or return the securities deposited by or
on behalf of holders of securities promptly after the termination or withdrawal
of a tender offer.
After completion of the Offer, if fewer than all of the Notes have
been tendered and purchased in the Offer, the Company may, or may cause any of
its affiliates to, purchase additional Notes in privately negotiated
transactions, through subsequent tender offers or otherwise. Any future
purchases may be on the same terms or on terms that are more or less favorable
to holders than the terms of the Offer. Any future purchases by the Company or
any of its affiliates will depend on various factors at that time.
PROCEDURES FOR TENDERING NOTES
Valid Tender: A holder of Notes has the option to tender its Notes,
in whole or in part (if in part, in a principal amount equal to $1,000 or an
integral multiple thereof), or to not tender its Notes. For a holder of Notes to
validly tender Notes pursuant to the Offer, either (i) a Letter of Transmittal
(or a facsimile thereof), properly completed and duly executed, together with
any required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message (as defined below), and any other required documents, must be
received by the Depositary at its address set forth on the back cover of this
Offer to Purchase at or prior to 5:00 p.m., New York City time, on the Change of
7
Control Expiration Date and either tendered Notes must be received by the
Depositary at such address or such Notes must be delivered pursuant to the
procedures for book-entry transfer set forth below (and a Book-Entry
Confirmation (as defined below) received by the Depositary), in each case at or
prior to 5:00 p.m., New York City time, on the Change of Control Expiration
Date, or (ii) the tendering holder of Notes must comply with the guaranteed
delivery procedures set forth below. In respect of any Notes not tendered by a
holder pursuant hereto, such Notes shall continue to accrue interest in
accordance with the terms of the Indenture.
The Depositary will establish an account in respect of the Notes at
the Book-Entry Transfer Facility for purposes of the Offer within two business
days after the date of this Offer to Purchase. Any financial institution that is
a participant in the Book-Entry Transfer Facility's system may make book-entry
delivery of Notes by causing the Book-Entry Transfer Facility to transfer such
Notes into the Depositary's account in accordance with the Book-Entry Transfer
Facility's procedures for such transfer. However, although delivery of Notes may
be effected through book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message, and any other required documents, must, in any case, be
transmitted to, and received by, the Depositary at its address set forth on the
back cover of this Offer to Purchase at or prior to 5:00 p.m., New York City
time, on the Change of Control Expiration Date, or the tendering holder must
comply with the guaranteed delivery procedures described below. The confirmation
of a book-entry transfer of Notes into the Depositary's account at the
Book-Entry Transfer Facility as described above is referred to herein as a
"Book-Entry Confirmation." Delivery of documents to the Book-Entry Transfer
Facility in accordance with the Book-Entry Transfer Facility's procedures does
not constitute delivery to the Depositary. A holder may also tender Notes by
electronically transmitting its acceptance through the Book-Entry Transfer
Facility ATOP, for which the transaction will be eligible.
Holders will be required to physically deliver their Notes, if held
in physical form, with the form entitled "Option of Holder to Elect Purchase"
completed, to the Depositary at or prior to 5:00 p.m., New York City time, on
the Change of Control Expiration Date. If less than all the Notes of a holder
are validly tendered and accepted pursuant to the Offer, the Company shall issue
and deliver to or on the order of the holder thereof, at the expense of the
Company, new Notes equal in principal amount to the portion of Notes not
tendered or not accepted, as the case may be, as promptly as practicable after
the Change of Control Expiration Date.
LETTERS OF TRANSMITTAL AND NOTES MUST BE SENT ONLY TO THE DEPOSITARY.
DO NOT SEND LETTERS OF TRANSMITTAL OR NOTES TO THE COMPANY OR THE TRUSTEE.
The term "Agent's Message" means a message transmitted by the
Book-Entry Transfer Facility to, and received by, the Depositary and forming a
part of a Book-Entry Confirmation, that states the Book-Entry Transfer Facility
has received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Notes that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Company may enforce such agreement against the participant.
The method of delivery of Notes, the Letter of Transmittal and all
other required documents, including delivery through the Book-Entry Transfer
Facility, is at the election and risk of the tendering holder. Notes will be
deemed delivered only when actually received by the Depositary (including, in
the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is
by mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery.
Signature Guarantees. No signature guarantee is required on the
Letter of Transmittal (i) if the Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Section, includes any
8
participant in the Book-Entry Transfer Facility's system whose name appears on a
security position listing as the owner of the Notes) of Notes tendered therewith
and such registered holder has not completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on the
Letter of Transmittal or (ii) if such Notes are tendered for the account of a
firm or other entity identified in Rule 17Ad-15 under the Exchange Act,
including (as such terms are defined therein): (A) a bank; (B) a broker, dealer,
municipal securities dealer, municipal securities broker, government securities
dealer or government securities broker; (C) a credit union; (D) a national
securities exchange, registered securities association or clearing agency; or
(E) a savings institution that is a participant in a Notes Transfer Association
recognized program (an "Eligible Institution"). In all other cases, all
signatures on the Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instructions 1 and 5 to the Letter of Transmittal.
If the Letter of Transmittal is signed by the registered holder(s) of
Notes tendered thereby, the signature(s) must correspond with the name(s) as
written on the face of the Notes without alteration, enlargement or any change
whatsoever. If any of the Notes tendered thereby are held by two or more
registered holders, all such registered holders must sign the Letter of
Transmittal. If any of the Notes tendered thereby are registered in different
names on different Notes, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
Notes.
If payment is to be made or certificates for Notes not tendered or
not accepted for payment are to be returned to a person other than the
registered holder of the Notes surrendered, the tendered Notes must be endorsed
or accompanied by appropriate instrument of transfer, in either case signed
exactly as the name or names of the registered holders or owners appear on the
Notes, with the signatures on the Notes or instruments of transfer guaranteed by
an Eligible Institution. If the certificates for Notes are registered in the
name of a person other than the signer of the Letter of Transmittal, the
tendered Notes must be endorsed or accompanied by appropriate proxy or bond
power, in either case signed exactly as the name or names of the registered
holders or owners appear on the Notes, with the signatures on the Notes or
instruments of transfer guaranteed by an Eligible Institution. If the Letter of
Transmittal or any Notes, proxy or bond 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 must so
indicate when signing, and proper evidence satisfactory to the Company of the
authority of such person to so act must be submitted. See Instructions 1 and 5
to the Letter of Transmittal.
Guaranteed Delivery. If a holder of Notes desires to tender Notes
pursuant to the Offer and such holder's Notes are not immediately available or
the procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach the Depositary prior to the
Change of Control Expiration Date, such holder's tender may be effected if all
of the following conditions are met:
(i) the tender is made by or through an Eligible
Institution;
(ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form
provided by the Company, is received by the
Depositary, as provided below, at or prior to
5:00 p.m., New York City time, on the Change of
Control Expiration Date; and
(iii) the certificates for the tendered Notes, in
proper form for transfer (or a Book-Entry
Confirmation, in respect of all such Notes),
together with a Letter of Transmittal (or
facsimile thereof), properly completed and duly
executed, with any required signature guarantees,
or in the case of a book-entry transfer, an
Agent's Message, and any other required
documents, are received by the Depositary within
9
three trading days after the date of execution of
such Notice of Guaranteed Delivery. A "trading
day" is any day on which the New York Stock
Exchange, Inc. (the "NYSE") is open for business.
The Notice of Guaranteed Delivery may be delivered by hand to the
Depositary or transmitted by telegram, facsimile transmission or mail to the
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in such Notice of Guaranteed Delivery.
No alternative, conditional, irregular or contingent tenders will be
accepted unless waived by the Company in the manner specified in this Offer to
Purchase. By executing the Letter of Transmittal (or facsimile thereof), the
tendering holders of Notes waive any right to receive notice of the acceptance
for purchase of their Notes.
Tendering holders should indicate in the applicable box in the Letter
of Transmittal the name and address to which payments or substitute certificates
evidencing Notes tendered are to be issued or sent, if different from the name
and address of the person signing the Letter of Transmittal. In the case of
issuance in a different name, the employer identification or social security
number of the person named must also be indicated. If no such instructions are
given, such payment, or Notes not tendered, as the case may be, will be returned
to the registered holder of Notes tendered.
The valid tender of Notes pursuant to one of the procedures described
above will constitute a binding agreement between the holder and the Company
upon the terms and subject to the conditions of the Offer and a representation
that (i) such holder owns the Notes being tendered and is entitled to tender
such Notes as contemplated by the Offer, within the meaning of Rule 14e-4 under
the Exchange Act and (ii) the tender of such Notes complies with Rule 14e-4. The
tender of Notes will constitute the agreement by the tendering holder of such
Notes to deliver good and marketable title to all the tendered Notes on or prior
to the Change of Control Expiration Date free and clear of all liens, charges,
claims, encumbrances, interests and restrictions of any kind, and not subject to
any adverse claim.
By executing a Letter of Transmittal (or a facsimile thereof) or
permitting an Agent's Message to be delivered (as set forth above and subject to
and effective upon acceptance for purchase and payment for the Notes tendered
therewith), a tendering holder of Notes will (i) irrevocably sell, assign and
transfer to the Company or, upon the order of the Company, its assignee, all
right, title and interest in and to all such Notes tendered thereby, (ii) waive
all rights in respect of the Notes (including, without limitation, the tendering
holder's waiver of any existing or past defaults and their consequences in
respect of the Notes), and (iii) release and discharge any obligor of the Notes
from all claims such holder may have now, or may have in the future, arising out
of or related to the Notes, including, without limitation, all claims that such
holder is entitled to receive additional principal or interest payments in
respect of the Notes or to participate in any redemption or defeasance of the
Notes and each such holder irrevocably selects and appoints the Depositary the
true and lawful agent and attorney-in-fact of such holder (with full knowledge
that the Depositary also acts as agent of the Company) in respect of such Notes,
with full power of substitution and resubstitution (such power of attorney being
deemed to be irrevocable and coupled with an interest) to (a) deliver the Notes,
or transfer ownership of such Notes on the account books maintained by the
Book-Entry Transfer Facility, together, in each case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the Company, (b)
present such Notes for transfer on the relevant security register and (c)
receive all benefits or otherwise exercise all rights of beneficial ownership of
such Notes (except that the Depositary will have no right to or control over
funds from the Company, except as agent for the Company for the Change of
Control Payment), all in accordance with the terms of the Offer. Upon such
appointment, all prior powers of attorney, proxies and consents given by such
holder in respect of such Notes will, without further action, be revoked and no
subsequent powers of attorney, proxies, consents or revocations may be given
(and, if given, will not be effective).
10
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject any
tender determined by it not to be in proper form or the acceptance for payment
of or payment for which may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the absolute right to waive any defect or
irregularity in the tender of any Notes of any particular holder whether or not
similar defects or irregularities are waived in the case of other holders. No
tender of Notes will be deemed to have been validly made until all defects or
irregularities relating thereto have been cured or waived. None of the Company,
the Depositary or any other person will be under any duty to give notification
of any defect or irregularity in tenders or incur any liability for failure to
give any such notification. The Company's interpretation of the terms and
conditions of the Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding. Any Notes received by the
Depositary that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Depositary
to the tendering holder, unless otherwise provided in the Letter of Transmittal,
as soon as practicable after the Change of Control Expiration Date.
Under no circumstances will interest be payable by reason of any
delay in making payment to any person using the guaranteed delivery procedures,
and the Change of Control Payment (including the payment of accrued interest, if
any, on tendered Notes on the Change of Control Purchase Date) for Notes
tendered pursuant to the guaranteed delivery procedures will be the same as that
for Notes delivered to the Depositary on or prior to the Change of Control
Expiration Date, even if the Notes to be delivered pursuant to the guaranteed
delivery procedures are not so delivered to the Depositary, and therefore
payment by the Depositary on account of such Notes is not made, until after the
Change of Control Purchase Date.
Conditions to the Offer. The Offer is not subject to any conditions.
Lost or Missing Certificates. If a holder of Notes desires to tender
Notes pursuant to the Offer, but the Notes have been mutilated, lost, stolen or
destroyed, such holder should write to or telephone the Trustee for the Notes at
the applicable address or telephone number about procedures for obtaining
replacement Notes, arranging for indemnification or any other matter that
requires handling by the Trustee:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Carolle Montreuil
Telephone Number: (212) 298-1915
WITHDRAWAL RIGHTS
Except as otherwise provided in this section, tenders of Notes are
irrevocable. Notes tendered pursuant to the Offer may be withdrawn pursuant to
the procedures set forth below at any time at or prior to 5:00 p.m., New York
City time, on the Change of Control Expiration Date.
Withdrawal of Notes held in Physical Form. For a withdrawal to be
effective, a holder of Notes held in physical form must provide via telegram,
facsimile transmission or mail a notice of withdrawal to the Depositary at its
address set forth on the back cover of this Offer to Purchase at or prior to
5:00 p.m., New York City time, on the Change of Control Expiration Date, which
11
notice must contain: (i) the name of the person having tendered the Notes to be
withdrawn; (ii) a description of the Notes to be withdrawn; (iii) the number of
the note shown on the particular Note; (iv) the aggregate principal amount
represented by such Notes to be withdrawn; (v) the signature of such holder of
Notes executed in the same manner as the original signature on the Letter of
Transmittal (including any signature guarantee (if such original signature was
guaranteed)); (vi) a statement that such holder is withdrawing its election to
have such Notes purchased; and (vii) if such Notes are held by a new beneficial
owner, evidence satisfactory to the Company that the person withdrawing the
tender has succeeded to the beneficial ownership of the Notes. A purported
withdrawal that lacks any of the required information will not be an effective
withdrawal of a tender previously made.
Withdrawal of Notes Held in Book-Entry Form. For a withdrawal to be
effective, a holder of Notes held with the Book-Entry Transfer Facility must (i)
contact such holder's broker and instruct such broker to withdraw such tender of
Notes by debiting the Depositary's account at the Book-Entry Transfer Facility
of all Notes to be withdrawn; and (ii) instruct such broker to provide via
telegram, facsimile transmission or mail a notice of withdrawal to the
Depositary at its address set forth on the back cover of this Offer to Purchase
at or prior to 5:00 p.m., New York City time, on the Change of Control
Expiration Date. Such notice of withdrawal shall contain: (i) the name of the
person having tendered the Notes to be withdrawn; (ii) a description of the
Notes to be withdrawn; (iii) the aggregate principal amount represented by such
Notes to be withdrawn; (iv) a statement that such holder is withdrawing its
election to have such Notes purchased; and (v) if such Notes are held by a new
beneficial owner, evidence satisfactory to the Company that the person
withdrawing the tender has succeeded to the beneficial ownership of the Notes. A
purported withdrawal that lacks any of the required information will not be an
effective withdrawal of a tender previously made.
Withdrawals of tenders of Notes may not be rescinded, and any Notes
properly withdrawn will thereafter be deemed not validly tendered for purposes
of the Offer. However, withdrawn Notes may be retendered by again following one
of the procedures for tendering described above at any time prior to the Change
of Control Expiration Date.
All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Company in its sole
discretion, which determination will be final and binding. None of the Company,
the Depositary or any other person will be under any duty to give notification
of any defect or irregularity in any notice of withdrawal or incur any liability
for failure to give any such notification.
ACCEPTANCE FOR PAYMENT AND PAYMENT
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Company will accept for payment, and will pay for
all Notes validly tendered at or prior to 5:00 p.m., New York City time, on the
Change of Control Expiration Date, and not properly withdrawn in accordance with
the procedures described above under "-- Withdrawal Rights," on the Change of
Control Purchase Date. The Company expressly reserves the right to delay
acceptance for payment of or payment for Notes in order to comply, in whole or
in part, with any applicable law. Any such delay will be effected in compliance
with Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to
pay for or return tendered securities promptly after termination or withdrawal
of such bidder's offer).
In all cases, payment for Notes accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates for (or a timely Book-Entry Confirmation in respect of) such Notes,
(ii) a Letter of Transmittal (or facsimile thereof), properly completed and duly
12
executed, with all required signature guarantees, if any, or in the case of a
book-entry transfer, an Agent's Message, in respect of such Notes and (iii) all
other documents required by the Letter of Transmittal.
For purposes of the Offer validly tendered Notes (or defectively
tendered Notes in respect of which the Company has waived, or has caused to be
waived, such defect), will be deemed to have been accepted for payment, if, as
and when the Company gives oral (confirmed in writing) or written notice thereof
to the Depositary. The Company will pay for Notes so accepted on the Change of
Control Purchase Date by depositing the aggregate Change of Control Payment to
the extent payable, in immediately available funds with the Depositary, which
will act as agent for tendering holders, for the purpose of receiving payments
from the Company and transmitting such payments to the tendering holders. The
Company will pay as part of the Change of Control Payment accrued and unpaid
interest, and Liquidated Damages, if any, on the Change of Control Purchase
Date. No Liquidated Damages are payable in respect of the Notes. Assuming that
the Change of Control Purchase date is September 5, 2003, then the Company will
pay $1,053.92 in respect of each $1,000 of principal amount of Notes in the
Offer. Any Notes not tendered or accepted for payment in the Offer will continue
to accrue interest in accordance with the terms of the Indenture. Unless the
Company defaults in the payment of the Change of Control Payment, all Notes
accepted for payment pursuant to the Offer shall cease to accrue interest, from
and after the Change of Control Purchase Date. If less than all of the Notes of
a holder are validly tendered and accepted pursuant to the Offer, the Company
shall issue and deliver to or on the order of the holder thereof, at the expense
of the Company, Notes equal in principal amount to the portion of Notes not
tendered or not accepted, as the case may be, as promptly as practicable after
the Change of Control Expiration Date, provided that each Note purchased and
such new Note shall be in an original principal amount or principal amount at
maturity, as the case may be, of $1,000 or integral multiples thereof. Under no
circumstances, will any additional interest or accreted principal be payable on
any of the Notes because of any delay in the transmission of funds to the
holders of purchased Notes or otherwise. In addition, the Company will deliver
to the Depositary, on the Change of Control Purchase Date, an Officers
Certificate stating the aggregate amount of Notes validly tendered and that such
Notes were accepted for payment by the Company in accordance with Sections 3.09
and 4.08 of the Indenture.
U.S. FEDERAL INCOME TAX CONSEQUENCES
This discussion summarizes certain material U.S. federal income tax
consequences to a U.S. Holder (as defined below) of the sale of Notes pursuant
to the Offer. The summary is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations, published administrative
interpretations of the Internal Revenue Service ("IRS") and judicial decisions,
all of which are subject to change, possibly on a retroactive basis. This
discussion does not purport to consider all aspects of U.S. federal income
taxation that may be relevant to a particular holder. Further, the tax treatment
of a holder may vary depending on its particular situation. Certain classes of
holders (including insurance companies, tax-exempt organizations, pass-through
entities or investors therein, employee stock ownership plans, financial
institutions, brokers, dealers, regulated investment companies, subchapter S
corporations, foreign entities, nonresident aliens, persons whose functional
currency is not the U.S. dollar, and persons who hold the Notes as a hedge, who
otherwise have hedged the risk of holding Notes, who hold the Notes as part of a
"straddle" or who hold the Notes in connection with a conversion transaction or
other integrated transaction or persons that have a functional currency other
than the U.S. dollar) may be subject to special rules not discussed below. In
addition, this discussion does not consider the effect of any applicable
foreign, state, local or other tax laws.
This discussion assumes that holders hold their Notes as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Code. For purposes of this discussion, a "U.S. Holder" means a
person who or which is (i) an individual who is a citizen or resident of the
United States for U.S. federal income tax purposes, (ii) a corporation or other
13
entity taxable as a corporation created or organized in the United States or
under the laws of the United States or any political subdivision thereof, (iii)
a trust, if a U.S. court is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust or (iv) an estate
whose worldwide income is includable in gross income for United States federal
income tax purposes, regardless of its source.
THE DISCUSSION SET OUT BELOW IS INTENDED ONLY AS A SUMMARY OF THE
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO A U.S. HOLDER OF THE
OFFER. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX
CONSEQUENCES OF THE OFFER, INCLUDING THE APPLICATION TO THEIR PARTICULAR
SITUATION OF THE TAX CONSIDERATIONS DISCUSSED BELOW, AS WELL AS THE APPLICATION
OF STATE, LOCAL OR FOREIGN TAX LAWS. THE STATEMENTS OF UNITED STATES TAX LAW SET
OUT BELOW ARE BASED ON THE LAWS IN FORCE AND INTERPRETATIONS THEREOF AS OF THE
DATE OF THIS OFFER TO PURCHASE, AND ARE SUBJECT TO ANY CHANGES OCCURRING AFTER
THAT DATE.
Tender of Notes Pursuant to the Offer. A tender of Notes by a U.S.
Holder pursuant to the Offer (such holder, a "Tendering U.S. Holder") will be a
taxable transaction to such holder for U.S. federal income tax purposes. Except
as discussed below, a Tendering U.S. Holder will generally recognize capital
gain or loss in an amount equal to the difference between (i) the amount of cash
received (other than cash attributable to accrued interest on the Notes not
previously included in income, which will be taxable as interest for U.S.
federal income tax purposes) and (ii) such holder's adjusted tax basis in such
Notes at the time of sale. A U.S. Holder's adjusted tax basis for a Note
generally will be the price such U.S. Holder paid for the Note, increased by any
accrued but unpaid interest that the holder previously included in income. If
applicable, a U.S. Holder's tax basis in a Note also will be increased by any
market discount previously included in income by such U.S. Holder, and reduced
(but not below zero) by amortized bond premium and any payments received by such
U.S. Holder other than interest payments. Capital gains of non-corporate
taxpayers derived in respect of capital assets held for more than one year are
eligible for reduced rates of taxation. The deductibility of capital losses is
subject to limitations.
An exception to the capital gain treatment described above may apply
to a U.S. Holder that purchased a Note at a "market discount." Subject to a
statutory de minimis exception, market discount is the excess of the "adjusted
issue price" of such Note over the U.S. Holder's tax basis in such Note
immediately after its acquisition by such U.S. Holder. In general, unless the
U.S. Holder has elected to include market discount in income currently as it
accrues, any gain realized by a U.S. Holder on the sale or redemption of a Note
having market discount in excess of the specified de minimis amount will be
treated as ordinary income to the extent of the market discount that has accrued
(on a straight line basis or, at the election of the U.S. Holder, on a constant
interest basis) while such Note was held by the U.S. Holder.
Treatment of Non-Tendering U.S. Holders. A non-tendering U.S. Holder
should not recognize any income, gain or loss for U.S. federal income tax
purposes.
Information Reporting and Backup Withholding. The sale of a Note
pursuant to the Offer by a U.S. Holder generally will be subject to information
reporting requirements. A Tendering U.S. Holder must provide its correct
taxpayer identification number ("TIN") which, in the case of an individual U.S.
Holder, is his or her social security number, and certain other information, or
otherwise establish a basis for an exemption from backup withholding. Exempt
holders (including, among others, all corporations, individual retirement
accounts and certain foreign persons) are not subject to these backup
withholding and information reporting requirements.
14
If the Depositary is not provided with the correct TIN or an adequate
basis for exemption, the Tendering U.S. Holder may be subject to a 28% backup
withholding tax imposed on the gross proceeds of the Offer. If withholding
results in an overpayment of taxes, a refund or credit may be obtained, provided
that the required information is provided to the IRS.
To prevent backup withholding, each tendering U.S. Holder should
complete the Substitute Form W-9 provided in the Letter of Transmittal and
either (i) provide its correct TIN and certain other information under penalties
of perjury or (ii) provide an adequate basis for exemption.
SOURCES AND AMOUNT OF FUNDS
The Company estimates that the total amount of funds required to
purchase the Notes pursuant to the Offer will be approximately $229.0 million,
excluding related fees and expenses. The Company intends to use a portion of the
proceeds from the Credit Facilities and the Bridge Facility to provide the
Company with the funds needed to purchase the Notes in the Offer and pay fees
and expenses relating to the Offer.
DEPOSITARY
The Bank of New York has been appointed as Depositary for the Offer.
The Letter of Transmittal and all correspondence in connection with the Offer
should be sent or delivered by each holder or a beneficial owner's broker,
dealer, commercial bank, trust company or other nominee to the Depositary at the
appropriate address or facsimile number set forth on the back cover page of this
Offer to Purchase. Any holder or beneficial owner that has questions concerning
tender procedures or whose Notes have been mutilated, lost, stolen or destroyed
should contact the Depositary at the address or facsimile number set forth on
the back cover page of this Offer to Purchase.
Requests for assistance or additional copies of this Offer to
Purchase and the Letter of Transmittal may be directed to the Depositary at the
address or telephone number set forth on the back cover page of this Offer to
Purchase. Holders of Notes may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.
The Company will pay the Depositary reasonable and customary fees for
its services and will reimburse it for its reasonable out-of-pocket expenses
incurred in connection with the Offer. The Company will also reimburse brokers
and dealers for customary mailing and handling expenses incurred by them in
forwarding copies of this Offer to Purchase and related documents to the
beneficial owners of Notes. The Company will not pay any fees or commissions to
any broker, dealer or other person in connection with the Offer.
MISCELLANEOUS
The Company is not aware of any jurisdiction in which the making of
the Offer is not permitted by applicable law. If the Company becomes aware of
any jurisdiction in which the making of the Offer would not be in compliance
with applicable law, the Company will make a good-faith effort to comply with
any such law. If, after such good-faith effort, the Company cannot comply with
any such law, the Offer will not be made to (nor will tender of Notes be
accepted from or on behalf of) any holder residing in such jurisdiction.
15
No person has been authorized to give any information or make any
representation on behalf of the Company that is not contained in this Offer to
Purchase or in the accompanying Letter of Transmittal and, if given or made,
such information or representation should not be relied upon.
JOSTENS, INC.
July 30, 2003
16
ANNEX A
CERTAIN SIGNIFICANT CONSIDERATIONS
The following investment considerations should be carefully
considered in evaluating the Offer.
THE COMPANY'S SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT ITS FINANCIAL
HEALTH, LIMIT ITS ABILITY TO GROW AND COMPETE AND PREVENT IT FROM FULFILLING ITS
OBLIGATIONS UNDER THE NOTES.
The Company has a significant amount of debt. Immediately after
giving effect to the transaction, the Company had approximately $475.0 million
of senior indebtedness under the Credit Facilities (net of cash). The Company
may be able to incur substantial additional debt in the future. The terms of the
Indenture and the Credit Facilities will permit the Company to incur additional
debt. If new debt is added to current debt levels, these related risks could
increase.
The Company's substantial indebtedness could have important
consequences to you. For example, it could:
o make it more difficult for the Company to satisfy its obligations in
respect of the Notes;
o increase the Company's vulnerability to general adverse economic and
industry conditions;
o limit the Company's ability to obtain additional financing for
future working capital, capital expenditures, acquisitions and other
general corporate requirements;
o increase the Company's vulnerability to interest rate fluctuations
because the interest on the debt under the Credit Facilities will be
at variable rates;
o require the Company to dedicate a substantial portion of its cash
flow from operations to payments on its indebtedness, thereby
reducing the availability of its cash flow to fund working capital,
capital expenditures, research and development efforts and other
general corporate purposes;
o limit the Company's flexibility in planning for, or reacting to,
changes in its business and the industry in which it operates; and
o place the Company at a competitive disadvantage compared to its
competitors that have less debt.
THE COMPANY MAY BE UNABLE TO SATISFY OBLIGATIONS UNDER ITS INDEBTEDNESS.
The Company's ability to make scheduled payments, or to refinance its
obligations, in respect of its debt will depend on the Company's financial and
operating performance, which in turn is subject to prevailing economic
conditions and to certain financial, business and other factors beyond the
Company's control. If the Company's cash flow and capital resources are
insufficient to fund its debt service obligations, the Company may be forced to
reduce or delay scheduled expansion and capital expenditures, sell material
assets or operations, obtain additional capital or restructure its debt. The
Company cannot assure you that its operating performance, cash flow and capital
resources will be sufficient for payment of its debt in the future. If the
Company is required to dispose of material assets or operations or restructure
its debt to meet its debt service and other obligations, the Company cannot
assure you as to the terms of any such transaction or how soon any such
transaction could be completed.
A-1
The Credit Facilities and the Indenture contain various restrictive
covenants that limit management's discretion in operating the Company's
business. In particular, these agreements limit the Company's ability to, among
other things:
o incur additional indebtedness;
o make restricted payments (including paying dividends on, redeeming
or repurchasing the Company's capital stock and the Notes);
o make investments or acquisitions;
o grant liens on assets;
o sell the Company's assets;
o engage in transactions with affiliates;
o issue capital stock of subsidiaries; and
o merge, consolidate or transfer substantially all of the Company's
assets.
If the Company fails to comply with the restrictions of the Credit
Facilities or the Indenture or any other subsequent financing agreements, a
default may allow the creditors, if the agreements so provide, to accelerate the
related debt as well as any other debt to which a cross-acceleration or
cross-default provision applies. In addition, the lenders under the Credit
Facilities may be able to terminate their commitments in respect of the
Revolver.
YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES IS SUBORDINATED TO THE COMPANY'S
SENIOR DEBT.
Payment on the Notes will be subordinated in right of payment to all
of the Company's senior debt, including the Credit Facilities. By reason of the
subordination provisions of the Indenture, in the event of our insolvency,
liquidation, reorganization, dissolution or other winding-up, holders of Notes
will not receive any payment on the Notes until all senior debt, including the
Credit Facilities, is paid in full. In addition, no payment will be able to be
made in respect of the Notes during the continuance of payment defaults on the
Company's senior debt, and payments on the Notes may be prohibited for up to 180
consecutive days in the event of certain non-payment defaults on the Company'
senior debt. The Notes are unsecured and are effectively subordinated to all
secured obligations to the extent of the value of the assets securing such
obligations. Any future guarantees of the Notes by the Company's subsidiaries
will be similarly subordinated to senior debt of these subsidiaries.
The Company's subsidiaries do not guarantee the Notes. The Notes are
structurally subordinated to all existing and future debt and other liabilities,
including trade payables, of such subsidiaries. The right of the holders of
Notes to participate in any distribution of the assets of such subsidiaries upon
their liquidation, reorganization or insolvency will be subject to the prior
claims of all creditors of such subsidiaries.
A-2
IN THE EVENT OF BANKRUPTCY, YOUR CLAIM IN RESPECT OF THE NOTES MAY BE LIMITED.
If a bankruptcy case is commenced by or against the Company under the
United States Bankruptcy Code, the claim of a holder of any of the Notes in
respect of the principal amount may be limited to an amount equal to the sum of:
o the initial offering price allocable to the Notes, and
o that portion of the original issue discount that is not deemed to
constitute "unmatured interest" for purposes of the Bankruptcy Code.
Any original issue discount that was not amortized as of any such
bankruptcy filing would constitute "unmatured interest."
THE CONTROLLING SHAREHOLDER MAY TAKE ACTIONS THAT CONFLICT WITH YOUR INTERESTS.
DLJ Merchant Banking Partners and its affiliates control the Company
and may take actions that conflict with your interests. Approximately 98% of the
voting power of the Company's common stock is ultimately held by DLJ Merchant
Banking Partners and its affiliates. Accordingly, DLJ Merchant Banking Partners
and its affiliates control the power to elect the Company's directors, to
appoint new management and to approve many actions requiring the approval of the
Company's shareholders, such as adopting most amendments to the Company's
articles of incorporation and approving any merger or sale of all or
substantially all of its assets. The directors have the authority, subject to
the terms of the Company's debt, to issue additional stock, implement stock
repurchase programs, declare dividends and make other such decisions about the
Company's capital stock.
In addition, the interests of DLJ Merchant Banking Partners and its
affiliates could conflict with your interests. For example, if the Company
encounters financial difficulties or is unable to pay its debts as such debts
mature, the interests of DLJ Merchant Banking Partners and its affiliates, as
equity holders of the Company, might conflict with your interests as a holder of
Notes. DLJ Merchant Banking Partners and its affiliates may also have an
interest in pursing acquisitions, divestitures, financings or other transactions
that, in their judgment, could enhance their equity investments, even though
such transactions might involve risks to you, as a holder of the Notes.
THE TRADING MARKET FOR NOTES IS GENERALLY NOT ACTIVE.
To the extent that Notes are tendered and accepted in the Offer, the
trading market for Notes may become more limited. A bid for a debt security with
a smaller outstanding principal amount available for trading (a smaller "float")
may be lower than a bid for a comparable debt security with a greater float.
Holders of unpurchased Notes may attempt to obtain quotations for Notes from
their brokers; however, there can be no assurance that an active trading market
will exist for Notes after consummation of the Offer. The extent of the public
market for Notes after consummation of the Offer would depend upon the number of
holders remaining at such time, the interest in maintaining a market in the
Notes on the part of securities firms and other factors.
MARKET TRADING PRICES FOR THE NOTES MAY BE VOLATILE.
Historically, the market for non-investment grade debt has been
subject to disruptions that have caused substantial volatility in the prices of
securities similar to the Notes. The market for the Notes, if any, may be
subject to similar disruptions. Any such disruption may adversely affect the
value of your Notes.
A-3
RISKS RELATED TO THE COMPANY'S BUSINESS.
THE COMPANY MAY NOT BE ABLE TO ACHIEVE SOME OR ALL OF THE INITIATIVES IN ITS
BUSINESS PLAN AND ANY BUSINESS STRATEGY IMPLEMENTED MAY NOT IMPROVE THE
COMPANY'S OPERATING RESULTS.
The Company's business plan envisions several long-term growth
initiatives, including developing new products and services. The Company cannot
assure you that it will be able to successfully develop such products or that
the Company will achieve the benefits of such business plan. If the Company is
unable to do so, its long-term growth and profitability may be adversely
affected.
In addition, the business strategy that the Company intends to pursue
is based on its operations and strategic planning process. The Company may
decide to alter or discontinue certain parts of this strategy or may adopt
alternative or additional strategies. The Company cannot assure you that the
strategies implemented will be successful or will improve the Company's
operating results. Further, other conditions may occur, including increased
competition, which may offset any improved operating results that are
attributable to such business strategy.
CHANGES IN THE COMPANY'S RELATIONSHIP WITH ITS INDEPENDENT SALES REPRESENTATIVES
MAY ADVERSELY AFFECT ITS FUTURE OPERATING RESULTS.
The Company's success is highly dependent upon the efforts and
abilities of its network of independent sales representatives. Many of the
Company's relationships with customers and schools are cultivated and maintained
by the Company's sales representatives. If the Company was to experience a
significant loss of its independent sales representatives, it would have a
material adverse effect upon the Company's operating results.
THE COMPANY DEPENDS ON A KEY SUPPLIER FOR A PRINCIPAL COMPONENT OF ITS CLASS
RINGS.
The Company purchases substantially all of its synthetic and
semiprecious stones from a single supplier located in Germany. This supplier
provides stones to almost all of the class ring manufacturers in the United
States. If access to this supplier were lost or curtailed to any significant
extent, the Company's business would suffer unless the Company secured
alternative supply arrangements in a timely fashion. The Company may not be able
to do so on terms that would prevent a material adverse impact on its operating
results.
THE SEASONALITY OF THE COMPANY'S SCHOOL PRODUCTS SEGMENT'S SALES MAY ADVERSELY
AFFECT ITS FINANCIAL RESULTS AND ITS ABILITY TO SERVICE ITS DEBT.
The Company's School Products segment experiences strong seasonal
business swings that correspond to the North American school year, with
approximately 60-65% of full-year segment sales and 70-75% of operating income
occurring in the first half of the year. This seasonality requires the Company
to carefully manage its cash flows over the course of the year. If the Company's
sales were to fall substantially below what it would normally expect during this
period, the Company's annual financial results would be adversely impacted and
the Company's ability to service its debt, including its ability to make
interest payments on the Notes, may also be adversely affected.
THE COMPANY'S BUSINESS IS SUBJECT TO FLUCTUATING RAW MATERIAL PRICES.
The Company's products require a number of raw materials to
manufacture. The principal raw materials that the Company purchases are gold,
paper products and precious, semiprecious and synthetic stones. The cost of
these raw materials is affected by numerous factors, including availability of
A-4
supply. Any material increase in the price of these raw materials could
adversely impact the Company's cost of sales. When these fluctuations result in
significantly higher raw material costs, the Company's operating results are
adversely affected to the extent it is unable to pass on these increased costs
to the Company's customers. Therefore, significant fluctuations in gold, paper
products or precious, semiprecious and synthetic stone prices and other
materials could have a material adverse effect on the Company's operating
results.
THE COMPANY IS SUBJECT TO ENVIRONMENTAL REGULATIONS THAT COULD IMPOSE
SUBSTANTIAL COSTS UPON THE COMPANY AND MAY ADVERSELY EFFECT ITS FINANCIAL
RESULTS AND ITS ABILITY TO SERVICE ITS DEBT.
The Company's operations are subject to a wide variety of federal,
state and local laws and regulations governing emissions to air, discharge to
waters, the generation, handling, storage, transportation, treatment and
disposal of hazardous substances and other materials, and employee health and
safety matters. In addition, as an owner and operator of real property or a
generator of hazardous substances, the Company may be subject to environmental
cleanup liability, regardless of fault, pursuant to the Comprehensive
Environmental Response Compensation and Liability Act or analogous state laws.
In addition to the potentially large expenses associated with cleanup
liabilities, these laws and regulations provide for substantial fines and
criminal sanctions for violations.
A-5
The Letter of Transmittal, Notes and any other required documents
should be sent by each holder or his, her or its broker, dealer, commercial
bank, trust company or nominee to the Depositary at the address set forth below:
The Depositary for the Offer is: The Bank of New York
By Hand, Mail or Overnight Courier:
101 Barclay Street - 7 East
New York, NY 10286
Attention: Carolle Montreuil
By Facsimile: (212) 298-1915. Call (212) 815-5920 for Confirmation.
Any questions or requests for assistance or additional copies of this
Offer to Purchase and the Letter of Transmittal may be directed to the
Depositary at the address and telephone number listed above. You may also
contact your broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
This Letter of Transmittal is to be used by holders of the debt
securities indicated herein of Jostens, Inc., as more fully described in the
accompanying Notice of Change of Control and Change of Control Offer to Purchase
dated July 30, 2003 (the "Offer to Purchase" and, together with this Letter of
Transmittal, the "Offer") in order to tender such debt securities pursuant to
the Offer to Purchase. Capitalized terms used but not defined herein have the
meanings set forth in the Offer to Purchase. The terms of the Offer set forth in
the Offer to Purchase, as well as the instructions in this Letter of
Transmittal, are hereby incorporated by reference and form part of the terms and
conditions of this Letter of Transmittal.
LETTER OF TRANSMITTAL
TO TENDER IN RESPECT OF
12 3/4% SENIOR SUBORDINATED NOTES DUE 2010 (CUSIP NO. 481088 AF9)
OF
JOSTENS, INC.
Pursuant to the Notice of Change of Control and
Change of Control Offer to Purchase
Dated July 30, 2003
- --------------------------------------------------------------------------------
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 2, 2003,
UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "CHANGE OF CONTROL
EXPIRATION DATE"). TENDERED NOTES MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE CHANGE OF CONTROL EXPIRATION DATE, UNLESS
EXTENDED, BUT NOT THEREAFTER. THE COMPANY RESERVES THE RIGHT TO EXTEND THE
CHANGE OF CONTROL EXPIRATION DATE IN ITS SOLE DISCRETION.
- --------------------------------------------------------------------------------
To: The Bank of New York as Depositary
By Hand, Mail or Overnight Courier:
101 Barclay Street - 7 East
New York, NY 10286
Attention: Carolle Montreuil
By Facsimile: (212) 298-1915. Call (212) 815-5920 for Confirmation.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE CHANGE OF CONTROL
PAYMENT PURSUANT TO THE OFFER MUST VALIDLY TENDER THEIR NOTES TO THE DEPOSITARY
AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE CHANGE OF CONTROL
EXPIRATION DATE. TENDERS MAY NOT BE WITHDRAWN AT ANY TIME AFTER 5:00 P.M., NEW
YORK CITY TIME, ON THE CHANGE OF CONTROL EXPIRATION DATE.
This Letter of Transmittal is to be used either if certificates for
Notes (as defined below) are to be forwarded herewith or, unless an Agent's
Message (as defined in the Offer to Purchase under "The Offer -- Procedures for
Tendering Notes") is utilized, if delivery of Notes is to be made by book-entry
transfer to an account maintained by the Depositary at the Book-Entry Transfer
Facility (as defined in and pursuant to the procedures described in "The Offer
- -- Procedures for Tendering Notes" in the Offer to Purchase). Holders who
deliver Notes by book-entry transfer are referred to herein as "Book-Entry
Noteholders." Noteholders whose certificates for Notes are not immediately
available or who cannot deliver either the certificates for, or a Book-Entry
Confirmation (as defined in "The Offer -- Procedures for Tendering Notes" in the
Offer to Purchase) in respect of, their Notes and all other documents required
hereby to the Depositary at or prior to 5:00 p.m., New York City time, on the
Change of Control Expiration Date (as defined in "The Offer -- Terms of the
Offer" in the Offer to Purchase) must tender their Notes in accordance with the
guaranteed delivery procedures described in "The Offer -- Procedures for
Tendering Notes" in the Offer to Purchase. See Instruction 2 below. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Depositary.
The undersigned has listed on the table below the title, serial
numbers and principal amount of the Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, list all such information on
a separate signed schedule and affix the schedule to this Letter of Transmittal.
- -----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES TENDERED
- -----------------------------------------------------------------------------------------------------------------------------------
NAME(S)AND ADDRESS(ES) OF REGISTERED HOLDER(S) NOTES TENDERED (ATTACH LIST IF NECESSARY)
(PLEASE FILL IN EXACTLY AS NAME(S)
APPEAR(S) ON CERTIFICATE(S))
- ----------------------------------------------------- -----------------------------------------------------------------------------
CERTIFICATE AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
AMOUNT REPRESENTED BY
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
- ----------------------------------------------------- -------------------- ----------------------------- --------------------------
$ $
- ----------------------------------------------------- -------------------- ----------------------------- --------------------------
- ----------------------------------------------------- -------------------- ----------------------------- --------------------------
- ----------------------------------------------------- -------------------- ----------------------------- --------------------------
- ----------------------------------------------------- -------------------- ----------------------------- --------------------------
- ----------------------------------------------------- -------------------- ----------------------------- --------------------------
- ----------------------------------------------------- -------------------- ----------------------------- --------------------------
- ----------------------------------------------------- -------------------- ----------------------------- --------------------------
Principal Amount or $ $
Principal Amount At Maturity Tendered
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by Book-Entry Noteholders.
(2) Unless otherwise indicated, it will be assumed that the entire principal
amount represented by the Notes described above in the column labeled "Aggregate
Principal Amount Represented by Certificate(s)" is being tendered. See
Instruction 4 below.
- -----------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TENDER OF NOTES
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:___________________________________________
Account Number with DTC:_____________ Transaction Code Number:__________
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING.
Name(s) of Registered Holder(s):________________________________________
Window Ticket No. (if any):_____________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________
Name of Eligible Institution that Guaranteed Delivery:__________________
Check if using DTC:
Account Number with DTC:_____________Transaction Code Number:___________
- --------------------------------------------------------------------------------
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
By execution hereof, the undersigned acknowledges receipt of the
Notice of Change of Control and Change of Control Offer to Purchase dated July
30, 2003 (the "Offer to Purchase") of Jostens, Inc., a Minnesota corporation
(the "Company"), for all or any portion of its 12 3/4% Senior Subordinated Notes
Due 2010 (the "Notes"), and this Letter of Transmittal and the instructions
hereto (the "Letter of Transmittal" and, together with the Offer to Purchase,
the "Offer"), which together constitute the Company's offer to purchase for cash
all of the Notes, upon the terms and subject to the conditions set forth in the
Offer.
Upon the terms of the Offer, subject to and effective upon acceptance
for payment of and payment for the Notes tendered herewith in accordance with
the terms of the Offer, the undersigned hereby sells, assigns and transfers to
the Company, or upon the order of the Company, its assignee, all right, title
and interest in and to all the Notes that are being tendered hereby and waives
all rights in respect of the Notes (including, without limitation, the
undersigned's waiver of any existing or past defaults and their consequences in
respect of the Notes), and releases and discharges any obligor of the Notes from
all claims the undersigned may have now, or may have in the future, arising out
of or related to the Notes, including, without limitation, all claims that the
undersigned is entitled to receive additional principal or interest payments in
respect of the Notes or to participate in any redemption or defeasance of the
Notes, and the undersigned irrevocably constitutes and appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned in respect of
such Notes, with full power of substitution and resubstitution (such power of
attorney being deemed to be irrevocable and coupled with an interest) to (i)
deliver certificates representing such Notes, or transfer ownership of such
Notes on the account books maintained by the Book-Entry Transfer Facility,
together, in each case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company, (ii) present such Notes for
transfer on the relevant security register and (iii) receive all benefits or
otherwise exercise all rights of beneficial ownership of such Notes (except that
the Depositary will have no right to or control over funds from the Company,
except as agent for the Company for the Change of Control Payment (as defined on
the front cover of the Offer to Purchase)), all in accordance with the terms of
the Offer.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the tendered
Notes and, when the same are accepted for payment by the Company, the Company
will acquire good and marketable title thereto on or prior to the Change of
Control Expiration Date free and clear of all liens, charges, claims,
encumbrances, interests and restrictions of any kind, and the same will not be
subject to any adverse claim. The undersigned will, upon request, execute any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the tendered Notes.
All authority conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and other legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. Except as stated in the
Offer to Purchase this tender is irrevocable.
The undersigned understands that the valid tender of Notes pursuant
to any of the procedures described in the Offer to Purchase and in the
Instructions hereto will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Offer.
3
Unless otherwise indicated herein under "Special Payment
Instructions," please issue the check for the Change of Control Payment and/or
return any certificates for Notes not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing under "Description of Notes
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the Change of Control Payment and/or
return any certificates for Notes not tendered or accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Notes Tendered." If both "Special
Delivery Instructions" and "Special Payment Instructions" are completed, please
issue the check for the Change of Control Payment and/or return any certificates
for Notes not tendered or accepted for payment (and any accompanying documents,
as appropriate) in the name of, and deliver such check and/or return such
certificates (and any accompanying documents, as appropriate) to, the person or
persons so indicated. Please credit any Notes tendered herewith by book-entry
transfer that are not accepted for payment by crediting the account at the
Book-Entry Transfer Facility designated above. The undersigned recognizes that
the Company has no obligation pursuant to "Special Payment Instructions" to
transfer any Notes from the name of the registered holder thereof if the Company
does not accept for payment any of the Notes so tendered.
[ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING NOTES THAT YOU OWN
HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 10 BELOW.
Principal amount of Notes represented by the lost, stolen or
destroyed certificates: _________________.
- ----------------------------------------------------------- -----------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7 BELOW) (SEE INSTRUCTIONS 1, 5, 6 AND 7 BELOW)
To be completed ONLY if certificates for Notes not To be completed ONLY if certificates for Notes not
tendered or not accepted for payment and/or the check tendered or not accepted for payment and/or the check for
for the Change of Control Payment of Notes accepted for the Change of Control Payment of Notes accepted for payment
payment are to be issued in the name of someone other than are to be sent to someone other than the undersigned, or to
the undersigned. the undersigned at an address other than that above.
Issue: [ ] Check [ ] Certificate(s) to: Mail: [ ] Check [ ] Certificate(s) to:
Name_______________________________________________________ Name_______________________________________________________
(Please Print) (Please Print)
Address____________________________________________________ Address____________________________________________________
- ----------------------------------------------------------- -----------------------------------------------------------
(Include Zip Code) (Include Zip Code)
- ----------------------------------------------------------- -----------------------------------------------------------
(Taxpayer Identification or Social Security Number) (Taxpayer Identification or Social Security Number)
- ----------------------------------------------------------- -----------------------------------------------------------
4
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF NOTES
WHO COMPLETE THE SUBSTITUTE FORM W-9 CONTAINED HEREIN REGARDLESS
OF WHETHER NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered holder(s)
of Notes exactly as their name(s) appear(s) on certificate(s) for 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 Notes, or by person(s) authorized to
become registered holder(s) by endorsements on certificates for Notes or by bond
powers transmitted with this Letter of Transmittal. Endorsements on Notes and
signatures on bond powers by registered holders not executing this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 5
below. 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 the Company of such
person's authority to so act. See Instruction 5 below.
X_______________________________________________________________________________
X_______________________________________________________________________________
(Signature(s) of Registered Holder(s) or Authorized Signatory)
Dated:__________________________________________________________________________
Name(s):________________________________________________________________________
(Please Print)
Capacity:_______________________________________________________________________
Address:________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No.:____________________________________________________
Tax Identification or
Social Security No.:____________________________________________________________
SIGNATURE GUARANTEE (SEE INSTRUCTION 5 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signature(s))
- --------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code)
of Eligible Institution)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Printed Name)
- --------------------------------------------------------------------------------
(Title)
Dated:__________________________________________
- --------------------------------------------------------------------------------
5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required
on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction, includes any
participant in the Book-Entry Transfer Facility's system whose name appears on a
security position listing as the owner of the Notes) of Notes tendered therewith
and such registered holder has not completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on
this Letter of Transmittal or (b) if such Notes are tendered for the account of
a firm or other entity identified in Rule l7Ad-15 under the Securities Exchange
Act of 1934, including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities dealer, municipal securities broker,
government securities dealer or government securities broker; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings institution that is a participant in a Notes
Transfer Association recognized program (an "Eligible Institution"). In all
other cases, all signatures on the Letter of Transmittal must be guaranteed by
an Eligible Institution. See Instruction 5 below.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be
completed by noteholders if (a) certificates are to be forwarded herewith, (b)
unless an Agent's Message (as defined below) is utilized, if delivery of Notes
is to be made pursuant to the procedures for book-entry transfer set forth in
the Offer to Purchase or (c) in each such case, instructions are not being
transmitted through the DTC Automated Tender Offer Program ("ATOP"). For a
noteholder validly to tender Notes pursuant to the Offer, either (i) this Letter
of Transmittal (or a facsimile thereof), properly completed and duly executed,
together with any required signature guarantees, or, in the case of a book-entry
transfer, an Agent's Message, and any other required documents, must be received
by the Depositary at its address set forth on the front cover of this Letter of
Transmittal at or prior to 5:00 p.m., New York City time, on the Change of
Control Expiration Date and either certificates for tendered Notes must be
received by the Depositary at such address or Notes must be delivered pursuant
to the procedures for book-entry transfer described herein (and a Book-Entry
Confirmation received by the Depositary), in each case at or prior to 5:00 p.m.,
New York City time, on the Change of Control Expiration Date, or (ii) the
tendering noteholder must comply with the guaranteed delivery procedures set
forth below and in the Offer to Purchase.
Holders of Notes that are tendering by book-entry transfer to the
Depositary's account with DTC can execute the Offer to Purchase through ATOP,
for which this transaction will be eligible. DTC participants that are accepting
the Offer to Purchase must transmit their acceptance to DTC, which will verify
the acceptance and execute a book-entry delivery to the Depositary's account at
DTC. DTC will then send an Agent's Message to the Depositary for its acceptance.
DTC participants may also accept the Offer to Purchase by submitting a notice of
guaranteed delivery through ATOP.
Noteholders whose certificates for Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Depositary or complete the procedures for book-entry transfer
prior to the Change of Control Expiration Date may tender their Notes by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedures described in the Offer to
Purchase. Pursuant to such procedures, (a) such tender must be made by or
through an Eligible Institution, (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Company, must be received by the Depositary at or prior to 5:00 p.m., New York
City time, on the Change of Control Expiration Date and (c) the certificates for
all tendered Notes in proper form for transfer (or a Book-Entry Confirmation in
respect of all such Notes), together with a Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message, and any other required documents, must be received by the Depositary
within three trading days after the date of execution of such Notice of
6
Guaranteed Delivery as provided in the Offer to Purchase. A "trading day" is any
day on which the New York Stock Exchange, Inc. is open for business.
The term "Agent's Message" means a message transmitted by a
Book-Entry Transfer Facility to, and received by, the Depositary and forming a
part of a Book-Entry Confirmation that states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility tendering the Notes that such participant has
received and agrees to be bound by the terms of this Letter of Transmittal and
that the Company may enforce such agreement against the participant.
The method of delivery of Notes, this Letter of Transmittal and all
other required documents, including delivery through the Book-Entry Transfer
Facility, is at the election and risk of the tendering noteholder. Notes will be
deemed delivered only when actually received by the Depositary (including, in
the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is
by mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery.
No alternative, conditional or contingent tenders will be accepted
and no fractional Notes will be purchased. All tendering noteholders, by
execution of this Letter of Transmittal (or facsimile hereof), waive any right
to receive any notice of the acceptance of their Notes for payment.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the aggregate principal amount of Notes being tendered and the
security numbers (if available) should be listed on a separate schedule attached
hereto.
4. PARTIAL TENDERS. Tenders of Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Notes evidenced by any certificate submitted is to be tendered, fill in the
principal amount of the Notes that is to be tendered in the box entitled
"Description of Notes Tendered." If the entire principal amount of the Notes is
not tendered or not accepted for payment, new certificate(s) for the remainder
of the principal amount of the Notes that were evidenced by the old
certificate(s) will be sent to the registered holder, unless otherwise provided
in the appropriate box on this Letter of Transmittal, as soon as practicable
after the acceptance for payment of, and payment for, the Notes tendered
herewith. All Notes represented by certificates delivered to the Depositary will
be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Notes tendered hereby, the signature(s) must correspond with
the name(s) as exactly written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Notes tendered hereby are held by two or more
registered holders, all such registered holders must sign this Letter of
Transmittal. If any of the Notes tendered hereby are registered in different
names on different Notes, 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 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 proper evidence
satisfactory to the Company of their authority to so act must be submitted.
7
When this Letter of Transmittal is signed by the registered owner(s)
of the Notes listed and transmitted hereby, no endorsements of certificates or
separate bond powers are required unless payment is to be made to, or
certificates for Notes not tendered or accepted for payment are to be issued to,
a person other than the registered owner(s). Signatures on such certificates or
bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the certificates listed, the certificates must be
endorsed or accompanied by appropriate proxy or bond powers, in either case
signed exactly as the name or names of the registered owner or owners appear on
the certificates. Signatures on such certificates or bond powers must be
guaranteed by an Eligible Institution.
6. TRANSFER TAXES. The Company will pay any transfer taxes in
respect of the transfer and sale of Notes to it or its order pursuant to the
Offer. If, however, payment of the Change of Control Payment is to be made to,
or if certificates for Notes not tendered or accepted for payment are to be
registered in the name of, any person(s) other than the person(s) signing this
Letter of Transmittal, the amount of any transfer taxes (whether imposed on the
registered owner(s) or such person(s)) payable on account of the transfer to
such person(s) will be deducted from the Change of Control Payment unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted.
Except as provided in this Instruction 6, it will not be necessary
for transfer tax stamps to be affixed to the certificates listed in this Letter
of Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to
be issued in the name of, and/or certificates for Notes not tendered or accepted
for payment are to be returned to, a person other than the signer of this Letter
of Transmittal or if a check is to be sent and/or such certificates are to be
returned to a person 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.
8. 28% BACKUP WITHHOLDING. In order to avoid backup
withholding of U.S. federal income tax on payments of cash pursuant to the
Offer, a noteholder surrendering Notes in the Offer must, unless an exemption
applies, provide the Depositary with such noteholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below in this Letter of
Transmittal and certify under penalties of perjury that such TIN is correct and
that such noteholder is not subject to backup withholding. If a noteholder does
not provide such noteholder's correct TIN or fails to provide the certifications
described above, the Internal Revenue Service (the "IRS") may impose a $50
penalty on such noteholder and payment of cash to such noteholder pursuant to
the Offer may be subject to backup withholding of 28%.
Backup withholding is not an additional income tax. Rather, the
amount of the backup withholding can be credited against the U.S. federal income
tax liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the noteholder upon filing an
income tax return.
The noteholder is required to give the Depositary the TIN (i.e.,
social security number or taxpayer identification number) of the record owner of
the Notes. If the Notes are held 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.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering noteholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked,
the noteholder or other payee must also complete the Certificate of Awaiting
8
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 28% on all payments made prior to the time a properly certified TIN is
provided to the Depositary. However, such amounts will be refunded to such
noteholder if a TIN is provided to the Depositary within 60 days.
Certain noteholders (including, among others, all corporations,
individual retirement accounts and certain foreign persons) are not subject to
backup withholding. Noncorporate foreign noteholders should complete and sign
the main signature form and a Form W-8 BEN, Certificate of Foreign Status, a
copy of which may be obtained from the Depositary, in order to avoid backup
withholding. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance or additional copies of the Offer to Purchase, this
Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Depositary at its address set forth on the front cover of this
Letter of Transmittal.
10. LOST, STOLEN OR DESTROYED CERTIFICATES. If any certificate
representing Notes has been lost, stolen or destroyed, the noteholder should
promptly notify the Depositary by checking the box immediately preceding the
special payment/special delivery instructions and indicating the number of Notes
lost. The noteholder 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 lost, stolen or
destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF),
TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY
TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED
BY THE DEPOSITARY AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE CHANGE OF
CONTROL EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED NOTES MUST BE
RECEIVED BY THE DEPOSITARY OR NOTES MUST BE DELIVERED PURSUANT TO THE PROCEDURES
FOR BOOK-ENTRY TRANSFER, IN EACH CASE AT OR PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE CHANGE OF CONTROL EXPIRATION DATE, OR THE TENDERING NOTEHOLDER MUST
COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
9
IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a holder whose tendered Notes are
accepted for payment is required to provide the Depositary (as payer) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding. If
such holder is an individual, the TIN is his or her social security number.
Certain holders (including, among others, all corporations,
individual retirement accounts and certain foreign persons) are not subject to
these backup withholding and reporting requirements, provided that they properly
establish their status when required to do so by filing the applicable forms
with the Internal Revenue Service ("IRS"). A foreign person may qualify as an
exempt recipient by submitting to the Depositary a properly completed applicable
IRS Form W-8, signed under penalties of perjury, attesting to that holder's
exempt status. Exempt holders should indicate their exempt status on the
attached Substitute Form W-9. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
If the Depositary is not provided with the correct TIN and
certificate of no loss of exemption from backup withholding or other adequate
basis for exemption, the holder may be subject to a $50 penalty imposed by the
IRS, and the payments made to the holder or other payee in respect of Notes
purchased pursuant to the Offer may be subject to a backup withholding tax. If
backup withholding applies, the Depositary is required to withhold 28% of any
payments made to the holder or other payee. Backup withholding is not an
additional U.S. federal income tax. Rather, the U.S. federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To avoid backup withholding on payments made in respect of Notes
purchased pursuant to the Offer, each holder is required to (i) provide the
Depositary with the holder's correct TIN by completing the Substitute Form W-9
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such holder is awaiting a TIN) and (ii) certify that (A) such holder is
exempt from backup withholding, (B) the holder has not been notified by the IRS
that the holder is subject to backup withholding as a result of failure to
report all interest or dividends or (C) the IRS has notified the holder that the
holder is no longer subject to backup withholding. Alternatively, the holder may
establish another basis for exemption from backup withholding. A non-exempt
holder may check the box in Part 3 of the attached Substitute Form W-9 if such
holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If a non-exempt holder checks the box in Part 3,
such holder must also complete the attached Certificate of Awaiting Taxpayer
Identification Number in order to prevent backup withholding. If such holder
fails to provide a TIN to the Depositary within 60 days, the Depositary must
backup withhold 28% of the payments made to such holder.
WHAT NUMBER TO GIVE THE DEPOSITARY
The holder is required to give the Depositary the TIN (social
security number or employer identification number) of the registered holder. If
the Notes are held in more than one name or are held 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.
10
Payor: Jostens, Inc.
- --------------------------------------------------------------------------------
SUBSTITUTE Name (sole proprietors must provide
individual's name):
FORM W-9
Department of the Treasury
Internal Revenue Service Business name, if different from above:
-----------------------------------------------
PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER
("TIN") AND CERTIFICATION Address:
-----------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN TIN: __________________
IN THE BOX AT THE RIGHT AND SOCIAL SECURITY NUMBER
CERTIFY BY SIGNING AND DATING OR EMPLOYER
BELOW IDENTIFICATION NUMBER
-----------------------------------------------------------
-----------------------------------------------------------
PART 2 - For payers NOT subject to backup withholding,
see the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9"
and complete as instructed therein. CERTIFICATION-UNDER
PENALTY OF PERJURY, I CERTIFY THAT:
(1) The number shown on this Form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me).
(2) I am not subject to backup withholding either
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 Form other than the certificates required to
avoid backup withholding.
-----------------------------------------------------------
PART 3 - AWAITING TIN |_|
- --------------------------------------------------------------------------------
SIGNATURE DATE , 2003
-------------------- -----------
- --------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS - You must cross out item (2) 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. However, if
after being notified by the IRS that you are subject to backup withholding, you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND PENALTIES IMPOSED
BY THE IRS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
11
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
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 (a) 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 (b) I intend to mail
or deliver an application in the near future. I understand that if I have not
provided a taxpayer identification number, 28% of all reportable payments made
to me will be withheld until I provide a number.
- --------------------------------------------------- ----------------------------
Signature Date
- --------------------------------------------------------------------------------
Name (Please Print)
- --------------------------------------------------------------------------------
12
NOTICE OF GUARANTEED DELIVERY
FOR TENDER IN RESPECT OF
12 3/4% SENIOR SUBORDINATED NOTES DUE 2010 (CUSIP NO. 481088 AF9)
OF
JOSTENS, INC.
Pursuant to the Change of Control Offer to Purchase
(Not To Be Used For Signature Guarantees)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to tender 12 3/4% Senior Subordinated Notes Due 2010 (the
"Notes") of Jostens, Inc., a Minnesota corporation (the "Company"), pursuant to
the Offer (as defined below), upon the terms and subject to the conditions set
forth in the Offer, if (i) certificates representing Notes are not lost but are
not immediately available, (ii) time will not permit the Letter of Transmittal
(as defined below), certificates representing Notes or other required documents
to reach The Bank of New York (the "Depositary") at or prior to 5:00 p.m., New
York City time, on the Change of Control Expiration Date (as defined in the
Notice of Change of Control and Change of Control Offer to Purchase dated July
30, 2003 (the "Offer to Purchase")), or (iii) the procedures for book-entry
transfer cannot be completed at or prior to 5:00 p.m., New York City time, on
the Change of Control Expiration Date. Holders may effect a tender of Notes in
accordance with the guaranteed delivery procedures set forth in the Offer to
Purchase under the caption "The Offer -- Procedures for Tendering Notes." This
Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by
telegram or facsimile transmission to the Depositary and must include a
guarantee by an Eligible Institution. All capitalized terms used herein but not
defined herein have the meanings set forth in the Offer to Purchase.
To: The Bank of New York, as Depositary
By Hand, Mail or Overnight Courier:
101 Barclay Street - 7 East
New York, NY 10286
Attention: Carolle Montreuil
By Facsimile: (212) 298-1915. Call (212) 815-5920 for Confirmation.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the
Offer to Purchase of the Company, relating to the Company's offer to purchase
all of its Notes and the accompanying Letter of Transmittal and instructions
thereto (the "Letter of Transmittal", which together with the Offer to Purchase,
the "Offer") constitute the Company's offer to purchase for cash all of the
Notes, upon the terms and subject to the conditions set forth in the Offer to
Purchase.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under the Letter of Transmittal shall be
binding upon the undersigned's successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and other legal representatives.
- --------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
Notes exactly as the name(s) appear(s) on certificate(s) for Notes or, if
tendered by a participant in the Book-Entry Transfer Facility, exactly as such
participant's name appears on a security position listing as the owner of Notes,
or by person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
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 must set forth his or her name, address and full title as indicated
below and submit evidence satisfactory to Company of such person's authority to
so act.
- ------------------------------------------------------------ --------------------------------------------------------------
Aggregate Principal Amount of Notes Tendered: Name(s) of Holder(s):_________________________________________
- ------------------------------------------------------------ --------------------------------------------------------------
Certificate No(s). (if available):__________________________
Address(es) of
Holder(s):
CUSIP No.:__________________________________________________
--------------------------------------------------------------
Window Ticket No. (if any):_________________________________
--------------------------------------------------------------
Check box if Notes will be tendered by book-entry transfer: (Zip Code)
The Depository Trust Company Area Code and Tel. No.:_______________________________________
Account Number:_____________________________________________ Name(s) of Authorized Signatory:______________________________
Transaction Code Number:____________________________________ Full Title:___________________________________________________
Dated:______________________________________________________ Address of Authorized Signatory:______________________________
Area Code and Tel. No.:_______________________________________
Signature(s) of Registered Holder or Authorized
Signatory:
- --------------------------------------------------------------------------------------------------------------------------------
2
- --------------------------------------------------------------------------------
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule l7Ad-15
under the Securities Exchange Act of 1934, including (as such terms are defined
therein): (i) a bank; (ii) a broker, dealer, municipal securities dealer,
municipal securities broker, government securities dealer or government
securities broker; (iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency; or (v) a savings
institution that is a participant in a Notes Transfer Association recognized
program (an "Eligible Institution"), hereby guarantees to deliver to the
Depositary either the certificates representing the Notes tendered hereby, in
proper form for transfer, or a Book-Entry Confirmation (as defined in the Offer
to Purchase) in respect of such Notes, in any such case together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase), and any other required documents, within three trading days
(as defined in the Offer to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate
this guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Notes to the Depositary within the time shown herein. Failure
to do so could result in a financial loss to such Eligible Institution.
- ------------------------------------------------------------ -----------------------------------------------------------------
Name of Firm:_______________________________________________ _________________________________________________________________
(Authorized Signature)
Address:____________________________________________________
Name:____________________________________________________________
- ------------------------------------------------------------
(Zip Code) Title:___________________________________________________________
Area Code and Tel. No.:_____________________________________ Date:____________________________________________________________
- ------------------------------------------------------------ -----------------------------------------------------------------
NOTE: DO NOT SEND NOTES WITH THIS NOTICE. NOTES SHOULD BE SENT TO THE DEPOSITARY
ONLY TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
3
CHANGE OF CONTROL OFFER TO PURCHASE FOR CASH
BY
JOSTENS, INC.
ANY AND ALL OF ITS OUTSTANDING
12 3/4% SENIOR SUBORDINATED NOTES DUE 2010 (CUSIP NO. 481088 AF9)
- --------------------------------------------------------------------------------
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 2, 2003,
UNLESS EXTENDED IN RESPECT OF THE NOTES (SUCH DATE, AS THE SAME MAY BE EXTENDED,
THE "CHANGE OF CONTROL EXPIRATION DATE"). TENDERED NOTES MAY BE WITHDRAWN AT ANY
TIME AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE CHANGE OF CONTROL
EXPIRATION DATE, UNLESS EXTENDED, BUT NOT THEREAFTER. THE COMPANY RESERVES THE
RIGHT TO EXTEND THE CHANGE OF CONTROL EXPIRATION DATE IN ITS SOLE DISCRETION.
- --------------------------------------------------------------------------------
July 30, 2003
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is a Notice of Change of Control and
Change of Control Offer to Purchase (the "Offer to Purchase") and a form of
Letter of Transmittal (the "Letter of Transmittal" and, together with the Offer
to Purchase, the "Offer"), relating to the offer by Jostens, Inc., a Minnesota
corporation (the "Company"), to purchase for cash all or any portion of its 12
3/4% Senior Subordinated Notes Due 2010 (the "Notes").
The Company is required to make the Offer pursuant to Sections 3.09
and 4.08 of the Indenture (the "Indenture") dated as of May 10, 2000, among the
Company, American Yearbook Company, Inc., as guarantor, and The Bank of New
York, as Trustee (the "Trustee").
The Offer is being made pursuant to the terms of the Indenture as a
result of a Change of Control (as defined in the Indenture) of the Company. The
Change of Control occurred upon completion of the merger (the "Merger") of Ring
Acquisition Corp., a Minnesota corporation ("Merger Sub") and an indirect,
wholly-owned subsidiary of Jostens Holding Corp. (formerly known as Ring Holding
Corp.), a Delaware corporation ("Parent"), with and into the Company on July 29,
2003, pursuant to the terms of the Agreement and Plan of Merger dated as of June
17, 2003 (the "Merger Agreement"), by and among Parent, Merger Sub and the
Company. Capitalized terms that are used but not defined herein shall have the
meanings set forth in the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your
clients for whom you hold Notes registered in your name or in the name of your
nominee. Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated July 30, 2003;
2. Letter of Transmittal to be used by noteholders of the Company
accepting the Offer in respect of the Notes;
3. The Letter to noteholders from the Company;
4. A printed form of letter that may be sent to your clients for whose
account you hold Notes in your name or in the name of a nominee,
with space provided for obtaining such client's instructions in
respect of the Offer;
5. Notice of Guaranteed Delivery; and
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9;
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 2, 2003, UNLESS
EXTENDED. THE WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
SEPTEMBER 2, 2003, UNLESS EXTENDED.
Proper completion by your clients of the necessary tender offer
materials is important to ensure proper tenders of the Notes. Conditional,
irregular or contingent tenders will be considered defective and will not be
accepted unless waived by the Company.
The Offer is not subject to any conditions.
In all cases, payment for Notes accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates for (or a timely Book-Entry Confirmation (as defined in the Offer
to Purchase) in respect of) such Notes, (ii) a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer effected pursuant
to the procedure set forth in the Offer to Purchase, an Agent's Message (as
defined in the Offer to Purchase), and (iii) any other documents required by the
Letter of Transmittal.
The Company will not pay any fees or commissions to any broker or
dealer or other person (other than the Depositary as described in the Offer to
Purchase) in connection with the solicitation of tenders of Notes pursuant to
the Offer. You will be reimbursed upon request for customary mailing and
handling expenses incurred by you in forwarding the enclosed offering materials
to your clients.
Questions and requests for additional copies of the enclosed
materials may be directed to the Depositary at the address and telephone number
set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
JOSTENS, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON AS THE AGENT OF THE COMPANY, THE DEPOSITARY OR OF ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE
THE PAYER. Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
- -------------------------------- --------------------------------
GIVE THE SOCIAL SECURITY NUMBER
FOR THIS TYPE OF ACCOUNT: OF--
- -------------------------------- --------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the account
(joint account) or, if combined funds, any one
of the individuals(1)
3. Husband and wife The actual owner of the account
(joint account) or, if joint funds, either
person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the minor is
account) the only contributor, the
minor(1)
6. Account in the name of The ward, minor, or incompetent
guardian or committee person(3)
for a designated ward,
minor, or incompetent
person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust The actual owner(1)
account that is not a
legal or valid trust
under State law
- -------------------------------- --------------------------------
GIVE THE EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -------------------------------- --------------------------------
8. Sole proprietorship The owner(4)
account
9. A valid trust, estate, The legal entity. (Do not
or pension trust furnish the identifying number
of the personal representative
or trustee unless the legal
entity itself is not designated
in the account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, The organization
educational or
organization account
12. Partnership account The partnership
held in the name of
the partnership
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a State or local
government, school
district, or prison) that
receives agricultural
program payments
- --------------------------------------------------------------------------------
(1) List all names and circle the name of the person whose number you furnish.
If only one person on a joint account has a Social Security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's Social Security number.
(4) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your Social Security
number or Employer Identification number (if you have one).
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4,
Application for Employer Identification Number (for business and all other
entities), at the local office of the Social Security Administration or the
Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
include the following:
o A corporation.
o A financial institution.
o An organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual
retirement plan, or a custodial account under Section 403(b)(7), if
the account satisfies the requirements of Section 401(0(2).
o The United States or any agency or instrumentalities.
o A State, the District of Columbia, a possession of the United
States, or any political subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
o An international organization or any agency, or instrumentality
thereof.
o A registered dealer in securities or commodities registered in the
U.S., the District of Columbia or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under Section 584(a) of the
Code.
o An exempt charitable remainder trust, or a non-exempt trust
described in Section 4947(a)(1) of the Code.
o An entity registered at all times under the Investment Company Act
of 1940.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
o Payments to nonresident aliens subject to withholding under Section
1441 of the Code.
o Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not
paid in money.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
o Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include
the following:
o Payments of interest on obligations issued by individuals. NOTE: You
may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and
you have not provided your correct taxpayer identification number to
the payer.
o Payments of tax-exempt interest (including exempt-interest dividends
under Section 852 of the Code).
o Payments described in Section 6049(b)(5) of the Code to nonresident
aliens.
o Payments on tax-free covenant bonds under Section 1451 of the Code.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
o Mortgage interest paid to you.
Exempt payees described above should file a Form W-9 to avoid possible
erroneous backup withholding: FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER. WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 BEN (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A(2),
6045 and 6050A of the Code and the regulations promulgated thereunder.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 28%
of taxable interest, dividends and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION Number.--If
you fail to furnish your taxpayer identification number to a payer,
you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST Information.--If you
fail to include any portion of an includible payment for interest,
dividends or patronage dividends in gross income, such failure will
be treated as being due to negligence and will be subject to a
penalty of 5% on any portion of an underpayment attributable to that
failure unless there is dear and convincing evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION IN RESPECT OF Withholding.--If
you make a false statement with no reasonable basis that results in
no imposition of backup withholding: you are subject to a penalty of
$500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE.
JOSTENS, INC.
5501 NORMAN CENTER DRIVE
MINNEAPOLIS, MINNESOTA 55437
As discussed in more detail in the enclosed Notice of Change of
Control and Change of Control Offer to Purchase, we are required to make the
enclosed change of control offer pursuant to the terms of our 12 3/4% Senior
Subordinated Notes Due 2010. Please read carefully the Notice of Change of
Control and Change of Control Offer to Purchase, the Letter of Transmittal and
the other enclosed materials relating to the change of control offer. If you
require assistance, you should consult your financial, tax or other professional
advisors. Holders who wish to participate in the change of control offer are
asked to respond promptly by completing and returning the enclosed Letter of
Transmittal and all other required documentation to The Bank of New York, the
Depositary for the change of control offer.
If you have any questions regarding the terms of the change of
control offer or require additional materials, please contact the Depositary at
(212) 815-5920.
Thank you for your time and effort in reviewing this request.
Very truly yours,
JOSTENS, INC.
CHANGE OF CONTROL OFFER TO PURCHASE FOR CASH
BY
JOSTENS, INC.
ALL OR ANY PORTION OF ITS OUTSTANDING
12 3/4% SENIOR SUBORDINATED NOTES DUE 2010 (CUSIP NO. 481088 AF9)
- --------------------------------------------------------------------------------
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 2, 2003,
UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "CHANGE OF CONTROL
EXPIRATION DATE"). TENDERED NOTES MAY BE WITHDRAWN AT ANY TIME AT OR PRIOR TO
5:00 PM, NEW YORK CITY TIME, ON THE CHANGE OF CONTROL EXPIRATION DATE, UNLESS
EXTENDED, BUT NOT THEREAFTER. THE COMPANY RESERVES THE RIGHT TO EXTEND THE
CHANGE OF CONTROL EXPIRATION DATE IN ITS SOLE DISCRETION.
- --------------------------------------------------------------------------------
July 30, 2003
To Our Clients:
Enclosed for your consideration are the Notice of Change of Control
and Change of Control Offer to Purchase dated July 30, 2003 (the "Offer to
Purchase") and a form of Letter of Transmittal (the "Letter of Transmittal" and,
together with the Offer to Purchase, the "Offer"), relating to the offer by
Jostens, Inc., a Minnesota corporation (the "Company"), to purchase for cash all
or any portion of its 12 3/4% Senior Subordinated Notes due 2010 (the "Notes")
at a purchase price (the "Change of Control Payment") equal to 101% of the
aggregate principal amount of the Notes plus an amount equal to the accrued and
unpaid interest thereon and Liquidated Damages (as defined in the Indenture), if
any, in respect thereof to the date of payment for the Notes (the "Change of
Control Purchase Date"). No Liquidated Damages are payable in respect of the
Notes. This material is being sent to you as the beneficial owner of Notes held
by us for your account but not registered in your name. A tender of such Notes
can be made only by us as the holder of record and pursuant to your
instructions. The Letter of Transmittal accompanying this letter is furnished to
you for your information only and cannot be used by you to tender Notes held by
us for your account.
We request instructions as to whether you wish to have us tender any
or all of the Notes held by us for your account, upon the terms and subject to
the conditions set forth in the Offer.
Your attention is directed to the following:
1. Assuming that the Change of Control Purchase date is
September 5, 2003, then the Company will pay $1,053.92 in respect of
each $1,000 of principal amount of Notes in the Offer.
2. The Offer and withdrawal rights will expire at 5:00 PM,
New York City time, on September 2, 2003, unless the Offer is
extended, but not thereafter. The Company reserves the right to
extend such date in its sole discretion.
3. The Offer is not subject to any conditions.
In order to tender Notes pursuant to the Offer, a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, or, in the case of any book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase), and any other documents
required by the Letter of Transmittal, should be sent to the Depositary, and
either certificates representing the tendered Notes should be delivered or such
Notes must be delivered to the Depositary pursuant to the procedures for
book-entry transfer, all in accordance with the instructions set forth in the
Letter of Transmittal and the Offer to Purchase.
The Offer is being made to all holders of Notes. The Offer is not
being made to, nor will tenders be accepted from or on behalf of, holders of
Notes in any jurisdiction in which the making of the Offer or acceptance thereof
would not be in compliance with the laws of such jurisdiction.
If you wish to have us tender any or all of the Notes held by us for
your account, please so instruct us by completing, executing, and returning to
us the instruction form set forth below. Please forward your instructions to us
in ample time to permit us to submit a tender on your behalf prior to 5 p.m.,
New York City time, on the Change of Control Expiration Date. If you authorize
the tender of your Notes, all such Notes will be tendered unless otherwise
specified on the instruction form set forth below.
OPTION OF HOLDER TO ELECT PURCHASE
The undersigned acknowledge(s) receipt of the Offer and the enclosed
material referred to therein relating to the Offer.
If you want to elect to have all or any part of the Notes purchased
by the Company pursuant to Sections 3.09 and 4.08 of the Indenture, please check
the appropriate box:
The undersigned hereby tenders ALL Notes held by it for its account or
benefit.
The undersigned hereby tenders LESS than all Notes held by it for its
account or benefit and hereby tenders $_______ principal amount of the Notes.
The undersigned hereby does not tender any Notes held by it for its
account or benefit.
Date:_________________________________________________
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Signature(s) - please sign exactly as your
name appears on the face of the Notes)
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Please print name(s) here
Signature Guarantee.
UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN, YOUR SIGNATURE(S)
HEREON SHALL CONSTITUTE AN INSTRUCTION TO TENDER ALL OF YOUR NOTES.