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EXHIBIT 99.1
LETTER OF TRANSMITTAL
AMERICAN ACHIEVEMENT CORPORATION
OFFER TO EXCHANGE ITS
11 5/8% SENIOR NOTES DUE 2007,
SERIES B (THE "NEW NOTES") FOR ALL OF ITS OUTSTANDING
11 5/8% SENIOR NOTES DUE 2007,
SERIES A (THE "ORIGINAL NOTES")
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 10,
2002, UNLESS EXTENDED BY THE COMPANY (THE "EXPIRATION DATE"). TENDERS MAY
BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
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DELIVERY TO:
THE BANK OF NEW YORK, EXCHANGE AGENT
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BY MAIL: BY HAND OR OVERNIGHT DELIVERY SERVICE:
The Bank of New York The Bank of New York
15 Broad Street, 16th Floor 15 Broad Street, 16th Floor
New York, New York 10007 New York, New York 10007
Attn: Bernard Arsenec, Reorganization Attn: Bernard Arsenec, Reorganization
BY FACSIMILE TRANSMISSION:
(212) 235-2261
(TELEPHONE CONFIRMATION)
(212) 235-2356
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DELIVERY OF THIS INSTRUMENT 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.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its sole discretion, in which event the term "Expiration
Date" shall mean the latest time and date to which the Exchange Offer is
extended. The Company shall notify the holders of the Original Notes of any
extension by means of a press release or other public announcement prior to
9:00 A.M., New York City time, on the next business day after the previously
scheduled Expiration Date.
This Letter of Transmittal is to be completed by a holder of Original Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Original Notes, if available, is to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in the Prospectus under the caption "The Exchange Offer-Book-Entry
Transfer." Holders of Original Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Original Notes into the Exchange Agent's account
at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, must tender their Original Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer-
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Guaranteed Delivery Procedures." See Instruction 1. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
List below the Original Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and principal
amount of Original Notes should be listed on a separate signed schedule affixed
hereto.
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<Caption>
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DESCRIPTION OF ORIGINAL NOTES
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1 2 3
AGGREGATE
NAME(S) AND ADDRESS(ES) PRINCIPAL AMOUNT
OF REGISTERED HOLDER(S) CERTIFICATE OF ORIGINAL PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)(*) NOTE(S) TENDERED(**)
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--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
TOTAL
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</Table>
* Need not be completed if Original Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered all of the Original Notes represented by the Original Notes
indicated in column 2. See Instruction 2. Original Notes tendered hereby
must be in denominations of principal amount of $1,000 and any integral
multiple thereof. See Instruction 1.
START HERE
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________ Transaction Code Number: ___________
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which guaranteed delivery: _____________________________
If delivered by book-entry transfer, complete the following: _______________
Account Number: ____________ Transaction Code Number: ___________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE COPIES OF THE
PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE
THE FOLLOWING:
Name: ______________________________________________________________________
Address: ___________________________________________________________________
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Ladies and Gentlemen:
The undersigned hereby tenders to American Achievement Corporation (the
"Company"), the aggregate principal amount of Original Notes indicated in this
Letter of Transmittal, upon the terms and subject to the conditions set forth in
the Company's Prospectus dated February 8, 2002 (the "Prospectus"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal, which together
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of its 11 5/8% Senior Notes Due 2007, Series B (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for each $1,000 principal amount of its issued and
outstanding 11 5/8% Senior Notes Due 2007, Series A, of which $177,000,000
aggregate principal amount was issued on February 20, 2002 and outstanding on
the date of the Prospectus (the "Original Notes" and, together with the New
Notes, the "Notes"). Capitalized terms which are not defined herein are used
herein as defined in the Prospectus.
Subject to, and effective upon, the acceptance for exchange of the Original
Notes tendered hereby, the undersigned hereby sells, assigns and transfers to,
or upon the order of, the Company all right, title and interest in and to such
Original Notes as are being tendered hereby and hereby irrevocably constitutes
and appoints the Exchange Agent the attorney-in-fact of the undersigned with
respect to such Original Notes, with full power of substitution (such power of
attorney being an irrevocable power coupled with an interest), to:
(a) deliver such Original Notes in registered certificated form, or
transfer ownership of such Original Notes through book-entry transfer at the
Book-Entry Transfer Facility, to or upon the order of the Company, upon
receipt by the Exchange Agent, as the undersigned's agent, of the same
aggregate principal amount of New Notes; and
(b) receive, for the account of the Company, all benefits and otherwise
exercise, for the account of the Company, all rights of beneficial ownership
of the Original Notes tendered hereby in accordance with the terms of the
Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Original Notes
tendered hereby and that the Company will acquire good, marketable and
unencumbered title thereto, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sale agreements or other
obligations relating to their sale or transfer, and not subject to any adverse
claim when the same are accepted by the Company.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "Exchange Offer--Conditions." 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 forth in the Prospectus,
the Company may not be required to exchange any of the Original Notes tendered
hereby and, in such event, the Original Notes not exchanged will be returned to
the undersigned.
By tendering, each holder of the Original Notes who wishes to exchange
Original Notes for New Notes in the Exchange Offer represents and acknowledges,
for the holder and for each beneficial owner of such Original Notes, whether or
not the beneficial owner is the holder, that: (i) the New Notes to be acquired
by the holder and each beneficial owner, if any, are being acquired in the
ordinary course of business; (ii) neither the holder nor any beneficial owner is
an affiliate, as defined in Rule 405 of the Securities Act of the Company or any
of the Company's subsidiaries; (iii) any person participating in the Exchange
Offer with the intention or purpose of distributing New Notes received in
exchange for Original Notes, including a broker-dealer that acquired Original
Notes directly from the Company, but not as a result of market-making activities
or other trading activities, will comply with the registration and prospectus
delivery requirements of the Securities Act, in connection with a secondary
resale of the New Notes acquired by such person; (iv) if the holder is not a
broker-dealer, the holder and each beneficial owner, if any, are not
participating, do not intend to participate and
3
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have no arrangement or understanding with any person to participate in any
distribution of the New Notes received in exchange for Original Notes; and
(v) if the holder is a broker-dealer that will receive New Notes for the
holder's own account in exchange for Original Notes, the Original Notes to be so
exchanged were acquired by the holder as a result of market-making or other
trading activities and the holder will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes received in the Exchange Offer. However, by so representing and
acknowledging and by delivering a prospectus, the holder will not be deemed to
admit that it is an underwriter within the meaning of the Securities Act. The
undersigned has read and agrees to all of the terms of the Exchange Offer.
The Company has agreed that, subject to the provisions of the Registration
Rights Agreement, the Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer (as defined below) in
connection with resales of New Notes received in exchange for Original Notes,
where such Original Notes were acquired by such Participating Broker-Dealer for
its own account as a result of market-making activities or other trading
activities, for a period that will terminate when all registrable securities
covered by the registration statement have been sold pursuant thereto (the
"Effective Date") (subject to extension under certain limited circumstances
described in the Prospectus). In that regard, each broker-dealer who acquired
Original Notes for its own account as a result of market-making or other trading
activities (a "Participating Broker-Dealer"), by tendering such Original Notes
and executing this Letter of Transmittal or effecting delivery of an Agent's
message in lieu thereof, agrees that, upon receipt of notice from the Company of
the occurrence of any event or the discovery of any fact which makes any
statement contained or incorporated by reference in the Prospectus untrue in any
material respect or which cause the Prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
therein, in light of the circumstances under which they were made, not
misleading or of the occurrence of certain other event specified in the
Registration Rights Agreement, such Participating Broker-Dealer will suspend the
sale of New Notes pursuant to the Prospectus until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the Participating
Broker-Dealer or the Company has given notice that the sale of the New Notes may
be resumed, as the case may be.
As a result, a Participating Broker-Dealer who intends to use the Prospectus
in connection with resales of New Notes received in exchange for Original Notes
pursuant to the Exchange Offer must notify the Company, or cause the Company to
be notified, on or prior to the Expiration Date, that it is a Participating
Broker-Dealer. Such notice may be given in the space provided above or may be
delivered to the Exchange Agent at the address set forth in the Prospectus under
"The Exchange Offer--Exchange Agent."
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Original Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter of Transmittal and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in the Prospectus
under the caption "The Exchange Offer--Withdrawal of Tenders."
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Original Notes for any Original Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Original Notes, please credit the account indicated above maintained
at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the New
Notes (and, if applicable, substitute certificates representing Original Notes
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for any Original Notes not exchanged) to the undersigned at the address shown
above in the box entitled "Description of Original Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH
THE CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETION.
5
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Original Notes not exchanged
and/or New Notes are to be issued in the name of and sent to someone other
than the person or persons whose signature(s) appear(s) below on this Letter
of Transmittal, or if Original Notes delivered by book-entry transfer which
are not accepted for exchange are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other than the account
indicated above.
Issue: New Notes and/or Original Notes to:
Name(s): ___________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
Taxpayer Identification Number
(Social Security Number or Employer Identification Number)
[ ] Credit unexchanged Original Notes delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below:
____________________________________________________________________________
(Book-Entry Transfer Facility
Account Number, if applicable)
- -------------------------------------------
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Original Notes not exchanged
and/or New Notes are to be sent to someone other than the person or persons
whose signature(s) appear(s) below on this Letter of Transmittal or to such
person or persons at an address other than shown above in the box entitled
"Description of Original Notes" on this Letter of Transmittal.
Mail: New Notes and/or Original Notes to:
Name(s): ___________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
- -----------------------------------------------------
6
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THIS PAGE MUST BE COMPLETED BY ALL TENDERING HOLDERS
(Complete Accompanying Substitute Form W-9 attached at the end of this Letter of
Transmittal)
- --------------------------------------------------------------------------------
____________________________________________________________________________
PLEASE SIGN HERE
__________________________ _________________________
__________________________ _________________________
__________________________ _________________________
SIGNATURE(S) OF OWNER(S)
Date ____________________, 2002
Area Code and Telephone Number: ____________________________________________
If a holder is tendering any Original Notes, this Letter of Transmittal
must be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Original Notes or on a securities position listing or
by any person(s) authorized to become registered holder(s) by endorsements
and documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
Name(s):
____________________________________________________________________________
____________________________________________________________________________
(Please Type or Print)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by an Eligible Institution:
____________________________________________________________________________
(Authorized Signature)
____________________________________________________________________________
(Title)
____________________________________________________________________________
(Name and Firm)
Dated:____________________ 2002
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7
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be completed by holders of Original Notes
either if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in the
Prospectus under the caption "The Exchange Offer--Book-Entry Transfer."
Certificates for all physically tendered Original Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile hereof) and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at the address set forth herein on or prior to the Expiration
Date, or the tendering holder must comply with the guaranteed delivery
procedures set forth below. Original Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
Holders of Original Notes whose certificates for Original Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Original Notes pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures." Pursuant to such procedures, (i) such tender must be made
through an Eligible Institution (as defined below), (ii) on or prior to the
Expiration Date, the Exchange Agent must receive from such Eligible Institution
a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the holder of
Original Notes, the certificate number or numbers of such Original Notes and the
amount of Original Notes tendered, stating that the tender is being made thereby
and guaranteeing that within three business days after the Expiration Date the
Letter of Transmittal, or facsimile thereof, together with the certificate(s)
representing the Original Notes to be tendered in proper form for transfer and
any other documents required by the Letter of Transmittal, will be deposited by
the Eligible Institution with the Exchange Agent and (iii) the certificates for
all physically tendered Original Notes, in proper form for transfer, or
Book-Entry Confirmation, as the case may be, together with a properly completed
and duly executed Letter of Transmittal and all other documents required by this
Letter of Transmittal, are received by the Exchange Agent within three business
days after the Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL NOTES AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR
CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED
THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. DO NOT
SEND THIS LETTER OF TRANSMITTAL OR ANY ORIGINAL NOTES TO THE COMPANY.
See the section entitled "The Exchange Offer" of the Prospectus for more
information.
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2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF ORIGINAL NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER); WITHDRAWAL RIGHTS
Tenders of Original Notes will be accepted only in the principal amount of
$1,000 and integral multiples thereof. If less than all of the Original Notes
evidenced by a submitted certificate are to be tendered, the tendering holder(s)
should fill in the aggregate principal amount of Original Notes to be tendered
in the box above entitled "Description of Original Notes--Principal Amount
Tendered." A reissued certificate representing the balance of nontendered
Original Notes will be sent to such tendering holder, unless otherwise provided
in the appropriate box on this Letter of Transmittal, promptly after the
Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL
BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
Except as otherwise provided herein, tenders of Original Notes may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written, telegraphic,
telex or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at one of its addresses set forth above on or
prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Original Notes to be withdrawn, the
aggregate principal amount of Original Notes to be withdrawn and (if
certificates for such Original Notes have been tendered) the name of the
registered holder of the Original Notes as set forth on the certificate for the
Original Notes, if different from that of the person who tendered such Original
Notes. If certificates for the Original Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical release of such
certificates for the Original Notes, the tendering holder must submit the serial
numbers shown on the particular certificates for the Original Notes to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution, except in the case of Original Notes tendered for the
account of an Eligible Institution. If Original Notes have been tendered
pursuant to the procedures for book-entry transfer set forth in the Prospectus
under the caption "The Exchange Offer--Book-Entry Transfer," the notice of
withdrawal must specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawal of Original Notes, in which
case a notice of withdrawal will be effective if delivered to the Exchange Agent
by written, telegraphic, telex or facsimile transmission. Withdrawals of tenders
of Original Notes may not be rescinded. Original Notes properly withdrawn will
not be deemed to have been validly tendered for purposes of the Exchange Offer,
and no New Notes will be issued with respect thereto unless the Original Notes
so withdrawn are validly retendered. Properly withdrawn Original Notes may be
retendered at any subsequent time on or prior to the Expiration Date by
following the procedures described in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Company, any employees, agents, affiliates or assigns of the
Company, the Exchange Agent nor any other person shall be under any duty to give
any notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give such notification. Any Original Notes which have
been tendered but which are withdrawn will be returned to the holder thereof
without cost to such holder as promptly as practicable after withdrawal.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES
If this Letter of Transmittal is signed by the registered holder of the
Original Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates or on a securities position
listing without any change whatsoever.
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If any tendered Original Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Original Notes are registered in different names on several
certificates or securities positions listings, it will be necessary to complete,
sign and submit as many separate copies of this Letter as there are different
registrations.
When this Letter of Transmittal is signed by the registered holder or
holders of the Original Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If, however,
the New Notes are to be issued, or any untendered Original Notes are to be
reissued, to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such documents must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the certificate(s), and the signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
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, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR ORIGINAL NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF
A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY
HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (EACH AN "ELIGIBLE
INSTITUTION").
SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION, PROVIDED THE ORIGINAL NOTES ARE TENDERED: (i) BY A
REGISTERED HOLDER OF ORIGINAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE
OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE
NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDERS OF SUCH ORIGINAL
NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR
"SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OR (ii) FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Original Notes should indicate in the applicable box
the name and address to which New Notes issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Original Notes not exchanged are to be
issued or sent, if different from the name or address of the person signing this
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. A holder of Original Notes tendering Original Notes by book-entry
transfer may request that Original Notes not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such holder may
designate hereon. If no such instructions are given, such Original Notes not
exchanged will be returned to the name or address of the person signing this
Letter of Transmittal or credited to the account maintained by such person at
the Book-Entry Transfer Facility, as the case may be.
10
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5. SUBSTITUTE FORM W-9.
The holder tendering Original Notes in exchange for New Notes is required to
provide the Exchange Agent with a correct taxpayer identification number ("TIN")
on Substitute Form W-9, which is provided below. FAILURE TO PROVIDE THE CORRECT
INFORMATION ON THE FORM OR AN ADEQUATE BASIS FOR AN EXEMPTION MAY SUBJECT THE
HOLDER TO A $50 OR $500 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE.
WILLFULLY FALSIFYING CERTIFICATIONS OR AFFIRMATIONS MAY RESULT IN CRIMINAL
PENALTIES. IN ADDITION, BACKUP WITHHOLDING AT THE RATE OF 27% MAY BE IMPOSED
UPON ANY PAYMENTS OF PRINCIPAL OF, AND INTEREST ON, AND THE PROCEEDS OF
DISPOSITION OF, A NEW NOTE. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A
REFUND MAY BE OBTAINED. Write "Applied For" in the space for the TIN if the
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 a TIN within 60 days, the Exchange Agent, if appropriate, will withhold 27%
of any payments of principal of and interest on, and the proceeds of disposition
of, a New Note until a TIN is provided to the Exchange Agent.
Exempt holders are not subject to backup withholding. To prevent possible
erroneous backup withholding, an exempt holder should enter its correct TIN in
Part I of the Substitute Form W-9, check Part II of such form, and sign and date
the form. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions. In order for a non-resident alien or foreign entity to
qualify as an exempt recipient, such person must submit a completed Form W-8,
Form W-8BEN or other successor form, signed under penalties of perjury,
attesting to the individual's exempt status. Such forms can be obtained from the
Exchange Agent.
The holder is required to give the Exchange Agent the TIN of the record
owner of the Original Notes. If the Original Notes are in more than one name or
are not in the name of the actual owner, consult the W-9 Guidelines for
additional guidance on which TIN to report.
If you do not have a TIN, consult the W-9 Guidelines for instructions on
applying for a TIN, write "Applied for" in the space for the TIN in Part I of
the Substitute Form W-9, and sign and date both signature lines on the form. If
you provide your TIN to the Exchange Agent within 60 days of the date the
Exchange Agent receives such form, amounts withheld during such 60 day period
will be refunded to you by the Exchange Agent. NOTE: WRITING "APPLIED FOR" ON
THE FORM MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN OR THAT YOU INTEND TO
APPLY FOR ONE IN THE NEAR FUTURE.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Original Notes to it or its order pursuant to the Exchange Offer. If,
however, New Notes and/or substitute Original Notes not exchanged 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 Original Notes tendered hereby, or if tendered
Original Notes are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer of Original Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) 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 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS LETTER
OF TRANSMITTAL.
11
<Page>
7. DETERMINATION OF VALIDITY.
The Company will determine, in its sole discretion, all questions as to the
form of documents, validity, eligibility (including time of receipt) and
acceptance for exchange of any tender of Original Notes, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any and all tenders determined by it not to be in proper form or
the acceptance of which, or exchange for which, may, in the view of counsel to
the Company, be unlawful. The Company also reserves the absolute right, subject
to applicable law, to waive any of the conditions of the Exchange Offer set
forth in the Prospectus under the caption "The Exchange Offer" or any conditions
or irregularity in any tender of Original Notes of any particular holder whether
or not similar conditions or irregularities are waived in the case of other
holders.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Original Notes will be deemed to have been
validly made until all irregularities with respect to such tender have been
cured or waived. Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Original Notes, neither the Company,
any employees, agents, affiliates or assigns of the Company, the Exchange Agent,
nor any other person shall be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Original Notes, by execution of this Letter
of Transmittal, shall waive any right to receive notice of the acceptance of
their Original Notes for exchange.
9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.
Any holder whose Original Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent, at the address and telephone number indicated
above.
12
<Page>
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
NAME. If you are an individual, you must generally enter the name shown on
your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, enter your first name, the last name shown on your social
security card, and your new last name.
If the account is in joint names, list first and then circle the name of the
person or entity whose number you enter in Part I of the form.
SOLE PROPRIETOR. You must enter your individual name as shown on your
social security card. You may enter your business, trade, or "doing business as"
name on the business name line.
OTHER ENTITIES. Enter the business name as shown on required Federal tax
documents. This name should match the name shown on the charter or other legal
document creating the entity. You may enter any business, trade, or "doing
business as" name on the business name line.
PART I--TAXPAYER IDENTIFICATION NUMBER ("TIN")
You must enter your TIN, which is generally a social security number ("SSN")
or an employer identification number ("EIN"), in the appropriate box. If you are
a resident alien and you do not have and are not eligible to get an SSN, your
TIN is your IRS individual taxpayer identification number ("ITIN"). Enter it in
the social security number box. If you do not have an ITIN, see How To Get a TIN
below.
If you are a sole proprietor and you have an EIN, you may enter either your
SSN or EIN. However, using your EIN may result in unnecessary notice to the
Exchange Agent.
NOTE: See the chart below for further clarification of name and TIN
combinations.
HOW TO GET A TIN. If you do not have a TIN, apply for one immediately. To
apply for an SSN, get Form SS-5 from your local Social Security Administration
office. Get Form W-7 to apply for an ITIN or Form SS-4 to apply for an EIN. You
can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM
(1-800-829-3676).
If you do not have a TIN, write "Applied For" in the space for the TIN, sign
and date the form, and give it to the Exchange Agent. For interest and dividend
payments, and certain payments made with respect to readily tradable
instruments, you will generally have 60 days to get a TIN and give it to the
Exchange Agent. Other payments are subject to backup withholding.
NOTE: Writing "Applied For" means that you have already applied for a TIN
or that you intend to apply for one soon.
PART II--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
Individuals (including sole proprietors) are not exempt from backup
withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends.
If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding. Enter your correct TIN in
Part I, check Part II of this form, and sign and date the form.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the Exchange Agent a completed Form W-8, Form W-8BEN or other
successor form.
PART III--CERTIFICATION
For a joint account, only the person whose TIN is shown in Part I should
sign. You must sign the certification or backup withholding will apply. If you
are subject to backup withholding and you are merely providing your correct TIN
to the requester, you must cross out item 2 in the certification before signing
the form.
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<Page>
WHAT NAME AND NUMBER TO GIVE THE EXCHANGE AGENT
<Table>
<Caption>
GIVE NAME AND
FOR THIS TYPE OF ACCOUNT: SSN OF:
- -------------------------------------------- -----------------
1. Individual The individual
2. Two or more The actual owner
individuals (joint of the account
account) or, if combined
funds, the first
individual on the
account(1)
3. Custodian account of The minor(2)
a minor (Uniform
Gift to Minors Act)
4. a. The usual The grantor-
revocable savings trustee(1)
trust (grantor is
also trustee)
b. So-called trust The actual
account that is not owner(1)
a legal or valid
trust under state
law
5. Sole proprietorship The owner(3)
<Caption>
GIVE NAME AND
FOR THIS TYPE OF ACCOUNT: EIN OF:
- -------------------------------------------- -----------------
6. Sole proprietorship The owner(3)
7. A valid trust, Legal entity(4)
estate, or pension
trust
8. Corporate The corporation
9. Association, club, The organization
religious,
charitable,
educational, or
other tax-exempt
organization
10. Partnership The partnership
11. A broker or The broker or
registered nominee nominee
</Table>
- ------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your SSN or EIN (if you
have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or trustee
unless the legal entity itself is not designated in the account title.)
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
14
<Page>
<Table>
- ---------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part I: PLEASE Social Security Number
FORM W-9 PROVIDE YOUR TIN IN ------------------------
Department of the Treasury THE BOX AT RIGHT AND OR
Internal Revenue Service CERTIFY BY SIGNING Employer Identification Number
AND DATING BELOW ------------------------
------------------------------------------------------------------
Part II: For Payees exempt from backup withholding, see the
enclosed Guidelines of Taxpayer Identification Number on
Payer's Request for Taxpayer Substitute Form W-9 and complete as instructed under "Important
Identification Number (TIN) Tax Information" above.
------------------------------------------------------------------
Part III: Awaiting TIN / /
- ---------------------------------------------------------------------------------------------------------------
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) and
(2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or
dividends, or 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 subject to backup withholding because of underreported 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 item (2).
(Also see instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.)
Signature Date
- ---------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
AWAITING TAXPAYER IDENTIFICATION NUMBER CERTIFICATE
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 within 60 days, 27% of any payments of the principal of and interest on, and the proceeds of
disposition of, the New Notes made to me thereafter will be withheld until I provide a taxpayer identification
number.
SIGNATURE DATE , 2002
--------------------------------------------------------------------------------------------------------------
</Table>
15