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LETTER OF TRANSMITTAL
OFFER TO EXCHANGE ALL OF THE OUTSTANDING
10 ?% SENIOR SUBORDINATED NOTES DUE 2007
FOR
10 ?% SENIOR SUBORDINATED NOTES DUE 2007
REGISTERED UNDER THE SECURITIES ACT OF 1933,
OF
VON HOFFMANN CORPORATION
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
____________, 2002 (THE "EXPIRATION DATE") UNLESS EXTENDED BY VON HOFFMANN
CORPORATION
- --------------------------------------------------------------------------------
U.S. BANK NATIONAL ASSOCIATION
BY REGISTERED OR CERTIFIED MAIL: BY HAND OR OVERNIGHT COURIER:
180 East 5th Street 180 East 5th Street
St. Paul, MN 55101 St. Paul, MN 55101
Attention: Reorganization Department Attention: Reorganization Department
BY FACSIMILE:
(651) 244-0711
Attention: Reorganization Department
(FOR ELIGIBLE INSTITUTIONS ONLY)
BY TELEPHONE:
(651) 244-0721
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated
____________, 2002 (the "Prospectus") of Von Hoffmann Corporation (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which
together describe the Company's offer (the "Exchange Offer") to exchange $1,000
in principal amount of its 10 ?% Senior Subordinated Notes due 2007, (the
"Registered Notes") for each $1,000 in principal amount of its outstanding 10 ?%
Senior Subordinated Notes due 2007 (the "Old Notes"). The terms of the
Registered Notes are identical in all material respects (including principal
amount, interest rate and maturity) to the terms of the Old Notes for which they
may be exchanged pursuant to the Exchange Offer, except that the Registered
Notes are freely transferable by holders thereof (except as provided herein or
in the Prospectus) and are not subject to any covenant regarding registration
under the Securities Act of 1933, as amended (the "Securities Act").
The undersigned has checked the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING
THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE
FOLLOWED. QUESTIONS AND REQUESTS FOR
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ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF
TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and principal
amounts should be listed on a separate signed schedule affixed hereto.
<Table>
<Caption>
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DESCRIPTION OF OLD NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESSES OF REGISTERED HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL
(PLEASE FILL-IN) NUMBER(S) AMOUNT REPRESENTED BY PRINCIPAL AMOUNT
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. See
Instruction 2.
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>
2
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This Letter of Transmittal is to be used either if certificates
representing Old Notes are to be forwarded herewith or 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 "Book-Entry Transfer Facility"),
pursuant to the procedures set forth in the Prospectus under the caption "The
Exchange Offers-Procedures for Tendering." Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes and all other documents required hereby to the Exchange
Agent on or prior to the Expiration Date must tender their Old Notes according
to the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offers-Procedures for Tendering."
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution(s)_________________________________________
The Depository Trust Company Account Number______________________________
Transaction Code Number__________________________________________________
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)_____________________________________________
Name of Eligible Institution that Guaranteed Delivery____________________
Date of Execution of Notice of Guaranteed Delivery_______________________
If Delivered by Book-Entry Transfer______________________________________
Account 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__________________________________________________________________
If the undersigned is a broker-dealer that will receive Registered Notes
for its own account in exchange for Old Notes that were acquired as result of
market-making activities or other trading activities (other than Old Notes
acquired directly from the Company), it acknowledges that it will deliver a
prospectus in connection with any resale of such Registered Notes; however, by
so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. Any holder who is an "affiliate" of the Company or who has an arrangement
or understanding with respect to the distribution of the Registered Notes to be
acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old
Notes from the Company to resell pursuant to Rule 144A under the Securities Act
or any other available exemption under the Securities Act must comply with the
registration and prospectus delivery requirements under the Securities Act.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
1. Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal amount at
maturity of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old 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 Old Notes as are being tendered hereby.
2. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents that any Registered Notes acquired in
exchange for Old Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such Registered Notes, whether or not
such person is the undersigned and that neither the holder of such Old Notes nor
any such other person is engaging in or intends to engage in a distribution of
such Registered Notes, that neither the holder of such Old Notes nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such Registered Notes, that neither the holder of such
Old Notes nor any such other person is an "affiliate," as defined in Rule 405
under the Securities Act of 1933, as amended (the "Securities Act"), of the
Company.
3. The undersigned also acknowledges that the Exchange Offer is being
made in reliance on an interpretation, made to third parties, by the staff of
the Securities and Exchange Commission (the "SEC") that the Registered Notes
issued in exchange for the Old Notes pursuant to the Exchange Offer may be
offered for resale, resold and otherwise transferred by holders thereof (other
than any such holder that is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Registered Notes are acquired in the ordinary course of such holders' business,
such holders are not engaging in and do not intend to engage in the distribution
of such Registered Notes and such holders have no arrangements or understandings
with any person to participate in the distribution of such Registered Notes. If
the undersigned is a broker-dealer that will receive Registered Notes for its
own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such Registered Notes. However, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
4. The undersigned may, if, and only if, it would not receive freely
tradable Registered Notes in the Exchange Offer or is not eligible to
participate in the Exchange Offer, elect to have its Old Notes registered in the
shelf registration described in the Registration Rights Agreement, dated as of
May 27, 1997, among the Company, the guarantors signatory thereto and Donaldson,
Lufkin & Jenrette Securities Corporation (the "Registration Agreement") in the
form filed as Exhibit 4.8 to the Registration Statement of the Company,
Registration No. 333-90992. Capitalized terms used in this paragraph 4 and not
otherwise defined herein shall have the meanings given to them in the
Registration Agreement. Such election may be made by checking the box under
"Special Registration Instructions" below. By making such election, the
undersigned agrees, as a holder of Old Notes participating in a Shelf
Registration, to comply with the Registration Agreement and to indemnify and
hold harmless the Company and the guarantors and each person, if any, who
controls the Company or the guarantors within the meaning of either Section 15
of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the officers, directors, partners, employees
and agents of each such person, from and against any and all losses, claims,
damages or liabilities or any actions in respect thereof, to which the Company,
the guarantors, any such controlling person or any officers, directors,
partners, employees and agents of each such person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in such
Registration Statement or any preliminary prospectus or prospectus forming a
part thereof (or any amendment or supplement thereto), or arise out of or are
based upon the omission or alleged omission to state therein a material fact
necessary to
4
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make the statements therein not misleading, but in each case only to the extent
that the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the undersigned specifically for
inclusion therein. Any such indemnification shall be governed by the terms and
subject to the conditions set forth in the Registration Agreement, including,
without limitation, the provisions regarding notice, retention of counsel,
contribution and payment of expenses set forth therein. The above summary of the
indemnification provisions of the Registration Agreement is not intended to be
exhaustive and is qualified in its entirety by the Registration Agreement.
5. 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 Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter 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 Rights." See Instruction 9.
6. Unless otherwise indicated in the box entitled "Special Issuance
Instructions" below, please issue the Registered Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
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 Registered Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes."
5
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THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE
MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT
BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER, THE TERMS OF THE PROSPECTUS
SHALL PREVAIL.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD
NOTES AS SET FORTH IN SUCH BOX ABOVE.
<Table>
- ----------------------------------------------------------------- -------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4) (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not To be completed ONLY if certificates for Old Notes not
exchanged and/or Registered Notes are to be issued in the name exchanged and/or Registered Notes are to be sent to someone
of someone other than the person or persons whose signature(s) other than the person or persons whose signatures(s)
appear(s) on this Letter below, or if Old Notes delivered by appear(s) on this Letter below or to such person or persons
book-entry transfer which are not accepted for exchange are to at an address other than shown in the box entitled
be returned by credit to an account maintained at the "Description of Old Notes" on this Letter above.
Book-Entry Transfer Facility other than the account indicated
above. Mail Registered Notes and/or Old Notes to:
Issue: Registered Notes and/or Old Notes to: Name(s): *________________________________
(PLEASE TYPE OR PRINT)
Name(s) *_________________________________
(PLEASE TYPE OR PRINT)
--------------------------------
---------------------------------
Address: ________________________________
---------------------------------
________________________________
Address: __________________________________
________________________________
__________________________________ ZIP CODE
__________________________________
ZIP CODE
* (SUCH PERSON(S) MUST PROPERLY COMPLETE
A SUBSTITUTE FORM W-9, A FORM W-8BEN,
A FORM W-8ECI, OR A FORM W-8IMY)
Credit unchanged Old Notes delivered by book-entry
transfer to the Book-Entry Transfer Facility account
set forth below.
__________________________________________ * (SUCH PERSON(S) MUST PROPERLY COMPLETE A
(BOOK-ENTRY TRANSFER FACILITY SUBSTITUTE FORM W-9, A FORM W-8BEN, A
ACCOUNT NUMBER, IF APPLICABLE) FORM W-8ECI, OR A FORM W-8IMY)
- ----------------------------------------------------------------- -------------------------------------------------------------
</Table>
6
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SPECIAL REGISTRATION INSTRUCTIONS
(SEE PARAGRAPH 4 ABOVE)
- --------------------------------------------------------------------------------
To be completed ONLY IF (i) the undersigned satisfies the conditions set forth
in paragraph 4 above, (ii) the undersigned elects to register its Old Notes in
the shelf registration described in the Registration Agreement, and (iii) the
undersigned agrees to comply with the Registration Agreement and to indemnify
certain entities and individuals as set forth in paragraph 4 above.
/ / By checking this box the undersigned hereby (i) represents that it is
entitled to have its Old Notes registered in a shelf registration in accordance
with the Registration Agreement, (ii) elects to have its Old Notes registered
pursuant to the shelf registration described in the Registration Agreement, and
(iii) agrees to comply with the Registration Agreement and to indemnify certain
entities and individuals identified in, and to the extent provided in, paragraph
4 above.
- --------------------------------------------------------------------------------
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE
NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
7
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X __________________________________________ ______________________ 2002
X __________________________________________ ______________________ 2002
X __________________________________________ ______________________ 2002
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number _________________________________________________
If a holder is tendering any Old Notes, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old
Notes 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 such person set forth his or her full title below.
See Instruction 3.
Name(s): _______________________________________________________________________
________________________________________________________________________________
Capacity: ______________________________________________________________________
Address: _______________________________________________________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution: _______________________________________________________
(Authorized Signature)
________________________________________________________________________________
(TITLE)
________________________________________________________________________________
(NAME AND FIRM)
- --------------------------------------------------------------------------------
8
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INSTRUCTIONS
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Old 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 Offers-Procedures for Tendering -
Book-Entry Interests." Certificates for all physically tendered Old Notes, or
Book-Entry Confirmation, as the case may be, as well as a properly completed and
duly executed Letter (or manually signed facsimile thereof), with any required
signature guarantees, and any other documents required by this Letter, 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. Old Notes tendered hereby must be in
denominations or principal amount at maturity of $1,000 or any integral multiple
thereof.
Noteholders whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and any 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 Old Notes pursuant to the guaranteed delivery procedures set forth
in the Prospectus under the caption "The Exchange Offers - Procedures for
Tendering - 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 5:00 p.m., New York City time, on the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter (or a facsimile thereof) and 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 Old Notes and the amount of Old Notes tendered, stating that the
tender is being made thereby and guaranteeing that within three New York Stock
Exchange ("NYSE") trading days after the date of execution of the Notice of
Guaranteed Delivery, the certificates for all physically tendered Old Notes in
proper form for transfer, or a Book-Entry Confirmation, as the case may be, and
any other documents required by this Letter will be deposited by the Eligible
Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Old Notes, in proper form for transfer, or Book-Entry
Confirmation, as the case may be, and all other documents required by this
Letter, must be received by the Exchange Agent within three NYSE trading days
after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Old 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. 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. No Letter of Transmittal or Old Notes should
be sent to the Company.
See "The Exchange Offers" section in the Prospectus.
2. PARTIAL TENDERS.
If less than all of the Old Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount at maturity of Old Notes to be tendered in the box above
entitled "Description of Old Notes " under "Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Old Notes of a
tendering holder who physically delivered Old Notes will be sent to such
tendering holder, unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. All of the Old Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
9
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If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder or holders of the Old
Notes specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the Registered Notes are to be
issued, or any untendered Old 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 certificate(s) or bond
powers must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificates 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 signatures on such certificates(s) or bond powers must be
guaranteed by an Eligible Institution.
If this Letter 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 with this Letter.
Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Securities Transfer Agents Medallion Program, the New
York Stock Exchange Medallion Program or the Stock Exchange Medallion Program
(each an "Eligible Institution" and collectively, "Eligible Institutions").
Signatures on the Letter need not be guaranteed by an Eligible
Institution if (A) the Old Notes are tendered (i) by a registered holder of Old
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 holder of such Old 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 and (B) the box
entitled "Special Registration Instructions" on this Letter has not been
completed.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box the
name and address to which Registered Notes issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Old Notes not exchanged are to be
issued or sent, if different from the name or address of the person signing this
Letter. In the case of issuance in a different name, the employer identification
or social security number of the person named must also be indicated and such
person named must properly complete a Substitute Form W-9, a Form W-8BEN, a Form
W-8ECI, or a Form W-8IMY. Noteholders tendering Old Notes by book-entry transfer
may request that Old Notes not exchanged be credited to such account maintained
at the Book-Entry Transfer Facility as such noteholder may designate hereon. If
no such instructions are given, such Old Notes not exchanged will be returned to
the name and address of the person signing this Letter.
5. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to it or its order pursuant to the Exchange Offer. If,
however, Registered Notes and/or substitute Old 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 Old Notes tendered hereby, or if tendered Old
Notes are registered in the name of any person other than the person signing
this Letter, or if a transfer tax is imposed for any reason other than the
transfer of Old 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.
10
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6. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.
Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Old Notes, neither the Company, the
Exchange Agent nor any other person shall incur any liability for failure to
give any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD 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.
9. WITHDRAWAL OF TENDERS.
Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on the Expiration Date.
For a withdrawal of a tender of Old Notes to be effective, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth above prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Old Notes), (iii) be signed by the holder
in the same manner as the original signature on this Letter by which such Old
Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the trustee under the
Indenture pursuant to which the Old Notes were issued register the transfer of
such Old Notes into the name of the person withdrawing the tender, and (iv)
specify the name in which any such Old Notes are to be registered, if different
from that of the Depositor. Any Old Notes so properly withdrawn will be deemed
not to have been validly tendered for exchange for purposes of the Exchange
Offer. Any Old Notes which have been tendered for exchange but which are not
exchanged for any reason will be returned to the holder thereof without cost to
such holder as soon as practicable after withdrawal, rejection of tender, or
termination of the Exchange Offer. Properly withdrawn Old Notes may be
retendered by following the procedures described above at any time on or prior
to 5:00 p.m., New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered 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 defects, 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 of this Letter)
will be final and binding on all parties.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter and other related documents
may be directed to the Exchange Agent, at the address and telephone number
indicated above.
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IMPORTANT TAX INFORMATION
Each prospective holder of Registered Notes to be issued pursuant to
Special Issuance Instructions should complete the attached Substitute Form W-9.
Under current federal income tax law, a holder of Registered Notes is required
to provide the Company (as payor) with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 or otherwise establish a
basis for exemption from backup withholding to prevent any backup withholding on
any payments received in respect of the Registered Notes. If a holder of
Registered Notes is an individual, the TIN is such holder's social security
number. If the Company is not provided with the correct taxpayer identification
number, a holder of Registered Notes may be subject to a $50 penalty imposed by
the Internal Revenue Service. The Substitute Form W-9 need not be completed if
the box entitled Special Issuance Instructions has not been completed.
Certain holders of Registered Notes (including, among other, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt prospective holders of Registered
Notes should indicate their exempt status on Substitute Form W-9. A foreign
individual may qualify as an exempt recipient by submitting to the Company,
through the Exchange Agent, the appropriate Internal Revenue Service Form W-8
(e.g., W-8BEN, Form W-8ECI or Form W-8IMY), properly completed and signed under
penalty of perjury, attesting to the holder's exempt status. The appropriate W-8
will be provided by the Exchange Agent upon request. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
any "reportable payment" made to the holder of Registered Notes or other payee.
Backup withholding is not an additional federal income tax. Rather, the 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 Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding with respect to any payments received in
respect of the Registered Notes, each prospective holder of Registered Notes to
be issued pursuant to Special Issuance Instructions should provide the Company,
through the Exchange Agent, with either: (i) such prospective holder's correct
TIN by completing the form below, certifying that the TIN provided on Substitute
Form W-9 is correct (or that such prospective holder is awaiting a TIN), that
such prospective holder is a U.S. person (including a U.S. resident alien), and
that (A) such prospective holder has not been notified by the Internal Revenue
Service that he or she is subject to backup withholding as a result of a failure
to report all interest or dividends or (B) the Internal Revenue Service has
notified such prospective holder that he or she is no longer subject to backup
withholding; or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective holder of Registered Notes to be issued pursuant to
Special Issuance Instructions is required to give the Exchange Agent the TIN
(e.g., social security number or employer identification number) of the
prospective record owner of the Registered Notes. If the Registered Notes will
be held in more than one name or are not held 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 regarding which number to
report.
12
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<Table>
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PAYORS'S NAME: VON HOFFMANN CORPORATION
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE
TREASURY
INTERNAL REVENUE SERVICE
SOCIAL SECURITY NUMBER(S) OR
PAYOR'S REQUEST FORTAXPAYER IDENTIFICATION PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX AT EMPLOYER IDENTIFICATION NUMBER(S)
NUMBER (TIN) RIGHT AND CERTIFY BY SIGNING AND DATING BELOW _______________________________
- -------------------------------------------- ---------------------------------------------------- ----------------------------------
PART 2--Certification--Under penalties of perjury, I
certify that: (1) the number shown on this form is my
current 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 I am exempt from backup
withholding, 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 the IRS has notified me that I am no
longer subject to backup withholding, and (3) I am a U.S.
person (including a U.S. resident alien).
- -------------------------------------------- ------------------------------------------------------------- -------------------------
CERTIFICATE INSTRUCTIONS--You must cross out item (2) in
Part 2 above if you have been notified by the IRS that you
are 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 PART 3
backup withholding you receive another notification from
the IRS stating that you are no longer subject to backup Awaiting TIN / /
withholding, do not cross out item (2).
- -------------------------------------------- ------------------------------------------------------------- -------------------------
Signature_____________________________________________________ Date ________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE BY A PROSPECTIVE HOLDER OF REGISTERED NOTES TO BE ISSUED PURSUANT
TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS
FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ALL PAYMENTS MADE TO YOU
IN RESPECT OF THE REGISTERED NOTES DELIVERABLE TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION 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 such an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty (60)
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide such a number.
Signature __________________________________ Date __________________, 2002
- --------------------------------------------------------------------------------