EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
12% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
12% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
M E R R I L L C O R P O R A T I ON
PURSUANT TO THE PROSPECTUS DATED , 2000
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 2000, UNLESS EXTENDED.
- --------------------------------------------------------------------------------
DELIVERY TO: NORWEST BANK MINNESOTA, N.A.,
AS EXCHANGE AGENT
-------------------
BY REGISTERED OR CERTIFIED MAIL: BY REGULAR MAIL OR BY HAND:
OVERNIGHT COURIER: (IN PERSON ONLY)
Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A.
MAC N9303-121 MAC N9303-121 12th Floor -
P.O. Box 1517 Sixth & Marquette Avenue Northstar East Building
Minneapolis, MN 55480 Minneapolis, MN 55479 Corporate Trust Services
Attn: Corporate Trust Operations Attn: Corporate Trust Operations 608 Second Avenue North
Minneapolis, Minnesota
BY FACSIMILE TRANSMISSION: GENERAL QUESTIONS AND REQUESTS:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(612) 667-4924 (612) 667-9764
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THOSE
ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS BEGINNING OF PAGE 8 OF
THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
The undersigned acknowledges receipt of the prospectus dated
, 2000 (the "Prospectus") of Merrill Corporation, a Minnesota
corporation (the "Company"), and this Letter of Transmittal, which together
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of its 12% Series B Senior Subordinated Notes due 2009 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to a Registration Statement of which
the Prospectus is a part, for each $1,000 principal amount of its outstanding
12% Series A Senior Subordinated Notes due 2009 (the "Old Notes"). The term
"Expiration Date" means 5:00 p.m., New York City time, on , 2000,
unless the Exchange Offer is extended, in which case the term "Expiration Date"
means the latest date and time to which the Exchange Offer is extended.
Capitalized terms used but not defined in this Letter of Transmittal have the
meanings given to them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. ANY
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
1
Please list below the Old Notes you wish to exchange. If the space
indicated is inadequate, the certificate or registration numbers and the
principal amounts should be listed on a separately signed schedule attached to
this Letter of Transmittal.
DESCRIPTION OF OLD NOTES TENDERED
- --------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) OF
OLD NOTE(S), EXACTLY AS NAME(S) APPEAR(S) ON OLD AGGREGATE PRINCIPAL PRINCIPAL
NOTE(S) CERTIFICATE(S) CERTIFICATE OR AMOUNT REPRESENTED BY AMOUNT
(PLEASE FILL IN, IF BLANK) REGISTRATION NUMBERS* OLD NOTES TENDERED**
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL
--------------------------------------------------
- -----------------------
* Need not be completed by Book-Entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered
the full aggregate principal amount represented by such Old Notes. All
tenders must be in integral multiples of $1,000.
-----------------------
This Letter of Transmittal is to be used:
- if certificates of Old Notes are to be forwarded to the
Exchange Agent;
- if delivery of Old Notes is to be made by book-entry transfer
to an account maintained by the Exchange Agent at The
Depository Trust Company (the "Depository" or "DTC"), pursuant
to the procedures set forth in the "The Exchange
Offer--Procedures for Tendering" in the Prospectus; or
- if tender of the Old Notes is to be made according to the
guaranteed delivery procedures described in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery
Procedures."
Delivery of documents to a book-entry transfer facility does not
constitute delivery to the Exchange Agent. Holders who cannot deliver this
Letter of Transmittal or any other required documents to the Exchange Agent
prior to the Expiration Date or cannot complete the procedure for book-entry
transfer on a timely basis must tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2.
The term "Holder" with respect to the Exchange Offer means any person
who is the registered Holder of the Old Notes as set forth on the books of the
Company or any other person who has obtained a properly completed bond power
from the registered holder.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this Letter of Transmittal in its entirety.
2
/ / CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS
DEFINED IN INSTRUCTION 2) ONLY):
Name of Tendering Institution:
----------------------------------------
Account Number:
-------------------------------------------------------
Transaction Code Number:
----------------------------------------------
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder(s):
-----------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
----------------
If delivery by book-entry transfer:
-----------------------------------
Account Number:
-------------------------------------------------------
Transfer Code Number:
-------------------------------------------------
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
-----------------------------------------------------------------
Address:
--------------------------------------------------------------
--------------------------------------------------------------
3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of the Old Notes
described under "Description of Old Notes Tendered" on page 2 of this Letter of
Transmittal. Subject to, and effective upon, the acceptance for exchange of such
Old Notes tendered hereby, the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to such Old Notes being tendered, including all rights to accrued and unpaid
interest as of the Expiration Date. The undersigned irrevocably constitutes and
appoints the Exchange Agent the true and lawful agent and attorney-in-fact of
the undersigned (with full knowledge that said Exchange Agent acts as the agent
of the Company in connection with the Exchange Offer) to cause the Old Notes to
be assigned, transferred and exchanged. The undersigned represents and warrants
that it has full power and authority to tender, exchange, assign and transfer
the Old Notes and to acquire Exchange Notes issuable upon the exchange of such
tendered Old Notes, and that when the same are accepted for exchange, the
Company will acquire good and unencumbered title to the tendered Old Notes, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claim.
The undersigned represents to the Company that:
- the Exchange Notes acquired pursuant to the Exchange Offer are
being obtained in the ordinary course of business of the
person receiving such Exchange Notes, whether or not such
person is the undersigned;
- neither the undersigned nor any such other person is
participating, intends to participate or has an arrangement or
understanding with any person to participate in a distribution
(within the meaning of the Securities Act of 1933) of such
Exchange Notes;
- the undersigned is not an affiliate (as defined under Rule 405
of the Securities Act of 1933) of the Company or, if the
undersigned or the person receiving the Exchange Notes covered
by this letter is an affiliate of the Company, the Exchange
Notes may not be offered for resale, resold or otherwise
transferred by the undersigned or such other person without
registration under the Securities Act of 1933 or an exemption
therefrom; and
- neither the undersigned nor any such other person is a
broker-dealer tendering Old Notes acquired directly from the
Company.
The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable to complete the exchange, assignment and transfer of
tendered Old Notes or transfer ownership of such Old Notes on the account books
maintained by a book-entry transfer facility. The undersigned further agrees
that acceptance of any tendered Old Notes by the Company and the issuance of
Exchange Notes in exchange therefor shall constitute performance in full by the
Company of its obligations under the A/B Exchange Registration Rights Agreement
dated as of November 23, 1999 among the Company, its subsidiary guarantors and
Donaldson Lufkin & Jenrette Securities Corporation and that the Company shall
have no further obligations or liabilities thereunder for the registration of
the Old Notes or the Exchange Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions of the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Company), as more particularly set
4
forth in the Prospectus, the Company may not be required to exchange any of the
Old Notes tendered hereby and, in such event, the Old Notes not exchanged will
be returned to the undersigned at the address shown below the signature of the
undersigned.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Tendered Old Notes may be withdrawn
at any time prior to the Expiration Date.
Unless otherwise indicated in the box below entitled "Special Issuance
Instructions" or the box below entitled "Special Delivery Instructions" in this
Letter of Transmittal, certificates for all Exchange Notes delivered in exchange
for tendered Old Notes, and any Old Notes delivered herewith but not exchanged,
will be registered in the name of the undersigned and shall be delivered to the
undersigned at the address shown below the signature of the undersigned. If an
Exchange Note is to be issued to a person other than the person(s) signing this
Letter of Transmittal, or if the Exchange Note is to be mailed to someone other
than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address different than the address
shown on this Letter of Transmittal, the appropriate boxes of this Letter of
Transmittal should be completed. If Old Notes are surrendered by Holder(s) that
have completed either the box below entitled "Special Issuance Instructions" or
the box below entitled "Special Delivery Instructions" in this Letter of
Transmittal, signature(s) on this Letter of Transmittal must be guaranteed by an
Eligible Institution (as defined in Instruction 2).
- -------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if the Exchange Notes are to be be issued in the name of
someone other than the undersigned.
Name:..........................................................................
(Please Print)
Address:.......................................................................
...........................................................................
(Include Zip Code)
Book-Entry Transfer Facility Account:..........................................
Employer Identification or
Social Security Number:.......................................................
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the Exchange Notes are to be sent to someone other than
the undersigned, or to the undersigned at an address other than that shown above
under "Description of Old Notes Tendered."
Name:..........................................................................
(Please Print)
Address:.......................................................................
...........................................................................
(Include Zip Code)
- -------------------------------------------------------------------------------
5
- --------------------------------------------------------------------------------
IMPORTANT
SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 BELOW)
...............................................................................
...............................................................................
Signature(s) of Owner(s)
Dated:............................................., 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
the Old Notes or on a security position listing as the owner of the Old Notes or
by person(s) authorized to become registered holder(s) by properly completed
bond powers transmitted with this Letter of Transmittal. If signature is by
trustees, executors, administrators, guardians, attorneys-in-fact, agents,
officers of corporations or others acting in a fiduciary or representative
capacity, please provide the following information.)
Name(s):.......................................................................
...............................................................................
(Please Print)
Capacity (full title):.........................................................
Address:.......................................................................
...............................................................................
...............................................................................
(Include Zip Code)
Area Code and Telephone Numbers:...............................................
Taxpayer Identification
or Social Security No.:......................................................
(See Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
(If Required -- See Instruction 5)
Authorized Signature:..........................................................
Name and Title:................................................................
(Please Print)
Dated:.........................................................................
Name of Firm:..................................................................
Address:.......................................................................
...............................................................................
(Include Zip Code)
Area Code and Telephone Number:................................................
Dated:......................................., 2000
- -------------------------------------------------------------------------------
6
THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED
PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION
NUMBER ON THE FOLLOWING SUBSTITUTE FORM W-9 AND CERTIFY THAT YOU ARE NOT SUBJECT
TO BACKUP WITHHOLDING.
- ------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: NORWEST BANK MINNESOTA, N.A.
- ------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE
PART 1 - PLEASE PROVIDE YOUR ___________________________________________
FORM W-9 TIN IN THE BOX AT RIGHT AND Social Security Number
CERTIFY BY SIGNING AND DATING OR
BELOW. ____________________________________________
Employer Identification Number
------------------------------------------------------------------------------------
Department of the Treasury,
Internal Revenue Service PART 2 - Certification - Under Penalties of PART 3 - / / - I am awaiting a TIN.
Perjury, I certify that:
Payer's Request for Taxpayer
Identification Number (TIN) (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 and have checked the box in
Part 3) and
(2) I am not subject to backup withholding
because: (a) I am exempt from backup
withholding, or (b) I have not been notified
by the Internal Revenue Service (the "IRS")
that I am subject to backup withholding as a
result of a failure to report all interest
or dividends, or (c) the IRS has notified me
that I am no longer subject to backup
withholding.
------------------------------------------------------------------------------------
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 were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup withholding, do
not cross out such item (2).
SIGNATURE_______________________________________________________
DATE______________________
- ------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER.
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 (1) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number by the time of the exchange, 31% of all
reportable payments made to me thereafter will be withheld, until I provide a
number.
, 2000
- ---------------------------------- -----------------------------
Signature Date
- -------------------------------------------------------------------------------
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
All physically delivered Old Notes or confirmation of any book-entry
transfer to the Exchange Agent's account at a book-entry transfer facility of
Old Notes tendered by book-entry transfer, as well as a properly completed and
duly executed copy of this Letter of Transmittal or facsimile thereof, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at any of its addresses set forth on the cover page of this
Letter of Transmittal on or prior to the Expiration Date. The method of delivery
of this Letter of Transmittal, the Old Notes and all other required documents is
at the election and risk of the Holder. Instead of delivery by mail, it is
recommended that Holders use an overnight or hand delivery service. Except as
otherwise provided below, the delivery will be deemed made only when actually
received by the Exchange Agent.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Old Notes for exchange.
Delivery to an address other than as set forth on the cover page of
this Letter of Transmittal will not constitute a valid delivery.
2. GUARANTEED DELIVERY PROCEDURES.
Holders who wish to tender their Old Notes, and (1) cannot deliver the
Letter of Transmittal or any other required documents to the Exchange Agent
prior to the Expiration Date or (2) cannot complete the procedure for book-entry
transfer on a timely basis, may effect a tender if:
- the tender is made through a member firm of a registered national
securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office
or correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934 (an "Eligible Institution");
- prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmittal, mail or
hand delivery) specifying the name and address of the Holder and
the principal amount of such Old Notes tendered, stating that the
tender is being made, and guaranteeing that, within three New York
Stock Exchange trading days after the date of execution of the
Notice of Guaranteed Delivery, the Old Notes being tendered, a
properly completed and duly executed Letter of Transmittal or a
confirmation of a book-entry transfer into the Exchange Agent's
account at The Depository Trust Company and an agent's message and
any other documents required by the Letter of Transmittal, will be
deposited by the Eligible Institution with the Exchange Agent; and
- the Exchange Agent receives such Old Notes and Letter of
Transmittal or confirmation of a book-entry transfer into its
account at The Depository Trust Company and an agent's message and
all other documents required by the Letter of Transmittal within
three New York Stock
8
Exchange trading days after the date of execution of the Notice
of Guaranteed Delivery.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery
will be sent to Holders who wish to tender their Old Notes according to the
guaranteed delivery procedures set forth above. Any Holder who wishes to tender
Old Notes pursuant to the guaranteed delivery procedures described above must
ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
relating to such Old Notes prior to the Expiration Date. Failure to complete the
guaranteed delivery procedures outlined above will not, of itself, affect the
validity or effect a revocation of any Letter of Transmittal form properly
completed and executed by a Holder who attempted to use the guaranteed delivery
procedures.
3. PARTIAL TENDERS.
Tenders of Old Notes will be accepted only in integral multiples of
$1,000 principal amounts. If less than the entire principal amount of Old Notes
evidenced by a submitted certificate is tendered, the tendering Holder should
fill in the principal amount tendered in the column entitled "Principal Amount
Tendered" of the box entitled "Description of Old Notes Tendered Hereby." A
newly issued Old Note for the principal amount of Old Notes submitted but not
tendered will be sent to such Holder as soon as practicable after the Expiration
Date. All Old Notes delivered to the Exchange Agent will be deemed to have been
tendered in full unless otherwise indicated.
4. WITHDRAWALS.
Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time prior to the Expiration Date, after which tenders of Old Notes are
irrevocable. To withdraw a tender of Old Notes in the Exchange Offer, a written
or facsimile transmission notice of withdrawal must be received by the Exchange
Agent by 5:00 p.m., New York City time, on the Expiration Date.
Any such notice of withdrawal must:
- specify the name of the person having deposited the Old Notes to
be withdrawn (the "Depositor");
- identify the Old Notes to be withdrawn (including the certificate
or registration number(s) and principal amount of such Old Notes,
or, in the case of Old Notes transferred by book-entry transfer,
the name and number of the account at the DTC to be credited);
- be signed by the Depositor in the same manner as the original
signature on this Letter of Transmittal (including any required
signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee with respect to the Old Notes
register the transfer of such Old Notes into the name of the
Depositor withdrawing the tender;
- specify the name in which such Old Notes are to be registered, if
different from that of the Depositor; and
- include a statement that such Depositor is withdrawing his or her
election to have such Old Notes exchanged.
All questions as to the validity, form and eligibility (including time
of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no Exchange Notes will be issued with respect thereto unless
the Old Notes so withdrawn are
9
validly retendered prior to the Expiration Date. Any Old Notes which have been
tendered but which are not accepted for exchange, will be returned to the Holder
thereof without cost to such Holder as soon as practicable after withdrawal,
rejection of tender or termination of Exchange Offer.
5. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered Holder(s) of
the Old Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration or enlargement or any
change whatsoever. If this Letter of Transmittal is signed by a participant in
the Depository, the signature must correspond with the name as it appears on the
security position listing as the owner of the Old Notes.
If any of the Old Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Old Notes.
Signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed by an Eligible Institution unless the Old
Notes tendered hereby are tendered (1) by a registered Holder who has not
completed the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on page 5 of this Letter of Transmittal or (2) for the account of
an Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or
Holders of Old Notes (which term, for the purposes described herein, shall
include a participant in the Depository whose name appears on a security listing
as the owner of the Old Notes) listed and tendered hereby, no endorsements of
the tendered Old Notes or separate written instruments of transfer or exchange
are required. In any other case, the registered Holder (or acting Holder) must
either properly endorse the Old Notes or transmit properly completed bond powers
with this Letter of Transmittal (in either case, executed exactly as the name(s)
of the registered Holder(s) appear(s) on the Old Notes, and, with respect to a
participant in the Depository whose name appears on a security position listing
as the owner of Old Notes, exactly as the name of the participant appears on
such security position listing), with the signature on the Old Notes or bond
power guaranteed by an Eligible Institution (except where the Old Notes are
tendered for the account of an Eligible Institution).
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders should indicate, in the applicable box on page 5 of
this Letter of Transmittal, the name and address (or account at the Depository)
in which the Exchange Notes or substitute Old Notes for principal amounts not
tendered or not accepted for exchange are to be issued (or deposited), if
different from the names and addresses or accounts of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the employer
identification number or social security number of the person named must also be
indicated and the tendering Holder should complete the applicable box.
10
If no instructions are given, the Exchange Notes (and any Old Notes not
tendered or not accepted) will be issued in the name of and sent to the acting
Holder of the Old Notes or deposited at such Holder's account at DTC.
7. TAX IDENTIFICATION NUMBER.
Under current federal income tax law, a Holder tendering Old Notes is
required to provide the Exchange Agent with such Holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 on page 7 of this Letter of
Transmittal. If such Holder is an individual, the TIN is the Holder's social
security number. The Certificate of Awaiting Taxpayer Identification Number
should be completed if the tendering Holder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future. If the
Exchange Agent is not provided with the correct TIN, the Holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, payments
that are made to such Holder with respect to tendered Old Notes may be subject
to backup withholding.
Certain Holders (including, among others, all domestic corporations and
certain foreign individuals and foreign entities) are not subject to these
backup withholding and reporting requirements. See the enclosed "Guidelines For
Certification of Taxpayer Identification Number on Substitute Form W-9" (the
"W-9 Guidelines") for additional information. Such a Holder, who satisfies one
or more of the conditions set forth in Item 2 of Part 2 of the Substitute Form
W-9, should execute the certification following such Part 2. In order for a
foreign Holder to qualify as an exempt recipient, that Holder must submit to the
Exchange Agent a properly completed Internal Revenue Service Form W-8, signed
under penalties of perjury, attesting to that Holder's exempt status. Several
versions of Form W-8 are available depending on the foreign Holder's particular
situation. Such forms can be obtained from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any amounts otherwise payable to the Holder. Backup withholding
is not an additional tax. Rather, the 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 Internal
Revenue Service.
To prevent backup withholding on payments that are made to a Holder
with respect to Old Notes tendered for exchange, the Holder is required to
notify the Exchange Agent of his or her correct TIN by completing the form set
forth above certifying that the TIN provided on such Substitute Form W-9 is
correct (or that such Holder is awaiting a TIN) and that:
- such Holder is exempt;
- such Holder has not been notified by the Internal Revenue Service
that the Holder is subject to backup withholding as a result of a
failure to report all interest or dividends; or
- the Internal Revenue Service has notified such Holder that the
Holder is no longer subject to backup withholding.
Each Holder is required to give the Exchange Agent the social security
number or employer identification number of the record Holder(s) of the Old
Notes. If Old Notes are in more than one name or are not in the name of the
actual Holder, consult the W-9 Guidelines enclosed herewith for instructions on
which identification number to report.
If the tendering Holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, write "Applied For"
in the space for the TIN on Substitute Form W-
11
9, sign and date the form and the Certificate of Awaiting Taxpayer
Identification Number and return them to the Exchange Agent. If such certificate
is completed and the Exchange Agent is not provided with the TIN by the time of
the exchange, the Exchange Agent will withhold 31% of all payments made
thereafter until a TIN is provided to the Exchange Agent.
8. TRANSFER TAXES.
The Company shall pay all transfer taxes, if any, applicable to the
exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates
representing Exchange Notes or Old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered Holder of the Old Notes
tendered, or if tendered Old Notes are registered in the name of any person
other than the person signing the Letter of Transmittal, or if a transfer tax is
imposed for any reason other than the exchange of Old Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered Holder or any other person) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted herewith, the amount of such transfer taxes will be billed
directly to such tendering Holder.
Except as provided in this Instruction 8, it will not be necessary for
transfer stamps to be affixed to the Old Notes listed in the Letter of
Transmittal.
9. WAIVER OF CONDITIONS.
The Company reserves the right, in its reasonable judgment, to waive,
in whole or in part, any of the conditions to the Exchange Offer set forth in
the Prospectus.
10. MUTILATED, LOST, STOLEN OR DESTROYED NOTES.
Any Holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the Exchange Offer or the procedure for
tendering, as well as requests for assistance or additional copies of the
Prospectus and this Letter of Transmittal may be directed to the Exchange Agent
at the address and telephone number set forth on the cover of this Letter of
Transmittal.
12. VALIDITY AND FORM.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old 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
and all Old Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any irregularities or
conditions of tender as to particular Old Notes. The Company's interpretation of
the terms and conditions of the Exchange Offer (including the instructions in
this Letter of Transmittal) will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Old Notes
must be cured within such time as the Company shall determine. Neither the
Company, the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Old Notes,
nor shall any of them incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such
12
irregularities have been cured or waived. Any Old Notes received by the Exchange
Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost to
such holder by the Exchange Agent to the tendering Holders of Old Notes, unless
otherwise provided herein, as soon as practicable following the Expiration Date.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.
13