Exhibit 99.2
LETTER OF TRANSMITTAL
FOR TENDERS OF
$250,000,000 Aggregate Principal Amount of
125/8% Senior Notes due 2004
TEVECAP S.A.
Pursuant to the Prospectus
dated ________ __, 1997 of Tevecap S.A.
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THE REGISTERED EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME,
ON THE EARLIER OF ________ __, 1997 (UNLESS EXTENDED) OR THE DATE ON WHICH
100% OF THE OLD NOTES AND THE SUBSIDIARY GUARANTEES (TOGETHER, THE "OLD
SECURITIES") ARE VALIDLY TENDERED AND NOT WITHDRAWN (THE "EXPIRATION
DATE"). TENDERED OLD SECURITIES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR
TO THE EXPIRATION DATE OF THE REGISTERED EXCHANGE OFFER.
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Deliver to: The Chase Manhattan Bank, Exchange Agent:
By Mail, by Overnight Courier
or by Hand:
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
By Facsimile:
(212) 946-8177
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 undersigned (the "Holder") acknowledges that he or she has
received the Prospectus, dated ________ __, 1997 (the "Prospectus"), of Tevecap
S.A., a Brazilian corporation ("Tevecap"), and this Letter of Transmittal, which
may be amended from time to time (this "Letter"), which together constitute
Tevecap's offer (the "Registered Exchange Offer") to exchange an aggregate
principal amount of up to $250,000,000 of its 125/8% Senior Notes due 2004 (the
"Exchange Notes") together with the Subsidiary Guarantees (as defined in the
Prospectus and together with the Exchange Notes, the "Exchange Securities")
which have been registered under the Securities Act of 1933 (the "Securities
Act"), pursuant to a Registration Statement of which the Prospectus constitutes
a part, for a like principal amount of the issued and outstanding 125/8% Senior
Notes due 2004 (the "Old Notes") of which $250,000,000 aggregate principal
amount is outstanding, together with the Subsidiary Guarantees of the Old Notes
(such Subsidiary Guarantees with the Old Notes, the "Old Securities").
For each Old Note accepted for exchange, the Holder of such Old Note
will receive an Exchange Note having a principal amount equal to that of the
surrendered Old Note. The New Notes will bear interest from the most recent date
to which interest has been paid on the Old Notes or, if no interest has been
paid on the Old Notes, from November 26, 1996. Registered holders of Exchange
Notes on the relevant record date for the first interest payment date following
the consummation of the Registered Exchange Offer will receive interest accruing
from the most recent date to which interest has been paid or, if no interest has
been paid, from November 26, 1996. Old Notes accepted for exchange will cease to
accrue interest from and after the date of consummation of the Registered
Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange
will not receive any payment in respect of interest on such Old Notes otherwise
payable on any interest payment date the record date for which occurs on or
after consummation of the Registered Exchange Offer.
This Letter is to be used: (i) by all Holders who are not members of
the Automated Tender Offering Program ("ATOP") at the Depository Trust Company
("DTC"), (ii) by Holders who are ATOP members but choose not to use ATOP or
(iii) if the Old Securities are to be tendered in accordance with the guaranteed
delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 2 hereto. Delivery of
this Letter to DTC does not constitute delivery to the Exchange Agent.
Notwithstanding anything to the contrary in the Exchange and
Registration Rights Agreement, dated November 26, 1996, among Tevecap and the
initial purchasers of Old Securities (the "Exchange and Registration Rights
Agreement"), Tevecap will accept for exchange any and all Old Securities validly
tendered on or prior to 5:00 p.m., New York City time, on the earlier of
_________ __, 1997 (unless the Registered Exchange Offer is extended by Tevecap)
or the date on which 100% of the Old Securities are validly tendered and not
withdrawn (the "Expiration Date"). Tenders of Old Securities may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date.
IMPORTANT: HOLDERS WHO WISH TO TENDER OLD SECURITIES IN THE REGISTERED EXCHANGE
OFFER MUST COMPLETE THIS LETTER OF TRANSMITTAL AND TENDER THE OLD SECURITIES TO
THE EXCHANGE AGENT AND NOT TO TEVECAP.
The Exchange Offer is not conditioned upon any minimum principal
amount of Old Securities being tendered for exchange.
The Registered Exchange Offer is not being made to, nor will tenders
be accepted from or on behalf of, Holders of Old Securities in any jurisdiction
in which the making or acceptance of the Registered Exchange Offer would not be
in compliance with the laws of such jurisdiction.
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The instructions included with this Letter of Transmittal must be
followed in their entirety. Questions and request for assistance or for
additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address listed above.
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APPROPRIATE SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Tevecap the principal amount of
Old Securities indicated below under "Description of Old Securities," in
accordance with and upon the terms and subject to the conditions set forth in
the Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal, for the purpose of exchanging each $1,000 principal amount of Old
Notes and Subsidiary Guarantees designated herein held by the undersigned and
tendered hereby for $1,000 principal amount of the Exchange Notes and Subsidiary
Guarantees. Exchange Notes will be issued only in integral multiples of $1,000
to each tendering Holder of Old Securities whose Old Securities are accepted in
the Registered Exchange Offer. Holders may tender all or a portion of their Old
Securities pursuant to the Registered Exchange Offer.
Subject to, and effective upon, the acceptance for exchange of the
Old Securities tendered herewith in accordance with the terms of the Registered
Exchange Offer, the undersigned hereby sells, assigns and transfers to, or upon
the order of, Tevecap all right, title and interest in and to all such Old
Securities that are being tendered hereby and that are being accepted for
exchange pursuant to the Registered Exchange Offer. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that the
Exchange Agent also acts as the agent of Tevecap), with respect to the Old
Securities tendered hereby and accepted for exchange pursuant to the Registered
Exchange Offer with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to deliver the Old
Securities tendered hereby to Tevecap (together with all accompanying evidences
of transfer and authenticity) for transfer or cancellation by Tevecap.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, legal representatives,
successors and assigns of the undersigned. Any tender of Old Securities
hereunder may be withdrawn only in accordance with the procedures set forth in
"The Registered Exchange Offer-Withdrawal Rights" section of the Prospectus and
the instructions contained in this Letter of Transmittal. See Instruction 4
hereto.
The undersigned hereby represents and warrants that he or she has
full power and authority to tender, exchange, assign and transfer the Old
Securities tendered hereby and that Tevecap will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim. The undersigned will, upon
request, execute and deliver any additional documents deemed by Tevecap to be
necessary or desirable to complete the assignment and transfer of the Old
Securities tendered. The undersigned has read and agrees to all of the terms of
the Registered Exchange Offer.
The undersigned will, upon request, execute and deliver any
additional documents deemed by Tevecap to be necessary or desirable to complete
the sale, assignment and transfer of the Old Securities 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 Registered
Exchange Offer--Withdrawal Rights" section of the Prospectus and the
instructions contained in this Letter of Transmittal. See Instruction 4 hereto.
The name(s) and address(es) of the registered Holder(s) should be
printed herein under "Description of Old Securities" (unless a label setting
forth such information appears thereunder), exactly as they appear on the Old
Securities tendered hereby. The certificate number(s) and the principal amount
of Old Securities to which this Letter relates, together with the principal
amount of such Old Securities that the
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undersigned wishes to tender, should be indicated in the appropriate boxes
herein under "Description of Old Securities."
The undersigned agrees that acceptance of any tendered Old
Securities by Tevecap and the issuance of Exchange Securities in exchange
therefor shall constitute performance in full by Tevecap of its obligations
under the Exchange and Registration Rights Agreement and that, upon the issuance
of the Exchange Notes, Tevecap will have no further obligations or liabilities
thereunder.
The undersigned understands that the tender of Old Securities
pursuant to one of the procedures described in the Prospectus under "The
Registered Exchange Offer -- Exchange Offer Procedures" and the Instructions
hereto will constitute the tendering Holder's acceptance of the terms and the
conditions of the Registered Exchange Offer. The undersigned hereby represents
and warrants to Tevecap that the Exchange Securities to be acquired by such
Holder pursuant to the Registered Exchange Offer are being acquired in the
ordinary course of such Holder's business, that such Holder has no arrangement
or understanding with any person to participate in the distribution of the
Exchange Securities. Tevecap's acceptance of Old Securities for exchange
tendered pursuant to the Registered Exchange Offer will constitute a binding
agreement between the tendering Holder and Tevecap upon the terms and subject to
the conditions of the Registered Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT IT IS NOT
ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION OF THE EXCHANGE
SECURITIES.
The undersigned also acknowledges that this Registered Exchange
Offer is being made based on interpretations by the staff of the Securities and
Exchange Commission (the "Commission") which lead Tevecap and the Subsidiary
Guarantors to believe that the Exchange Securities issued in exchange for the
Old Securities pursuant to the Registered Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than (i) a
broker-dealer who acquired the Old Securities as a result of market-making
activities or other trading activities, (ii) an Initial Purchaser who acquired
the Old Securities directly from Tevecap solely in order to resell pursuant to
Rule 144A of the Securities Act or any other available exemption under the
Securities Act, or (iii) a person that is an "affiliate" (as defined in Rule 405
of the Securities Act) of Tevecap), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Securities are acquired in the ordinary course of such holders'
business and such holders are not participating and have no arrangement or
understanding with any person to participate in the distribution of such
Exchange Securities. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Securities and has no arrangement or understanding to
participate in a distribution of Exchange Securities. If any holder is an
affiliate of Tevecap or is engaged in or has any arrangement or understanding
with respect to the distribution of the Exchange Securities to be acquired
pursuant to the Registered Exchange Offer, such holder (i) could not rely on the
applicable interpretations of the staff of the Commission and (ii) must comply
with the registration and prospectus delivery requirements of the Securities
Act. If the undersigned is a broker-dealer that will receive Exchange Securities
for its own account in exchange of Old Securities, it represents that the Old
Securities to be exchanged for the Exchange Securities were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Securities. 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.
The undersigned understands that the Exchange Securities issued in
consideration of Old Securities accepted for exchange, and/or any principal
amount of Old Securities not tendered or not accepted for exchange, will only be
issued in the name of the Holder(s) appearing herein under "Description of Old
Securities." Unless otherwise indicated under "Special Delivery Instructions,"
please mail the Exchange Securities issued in consideration of Old Securities
accepted for exchange, and/or any principal amount of Old Securities not
tendered or not accepted for exchange (and accompanying documents, as
appropriate), to the
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Holder(s) at the address(es) appearing herein under "Description of Old
Securities." In the event that the Special Delivery Instructions are completed,
please mail the Exchange Securities issued in consideration of Old Securities
accepted for exchange, and/or any Old Securities for any principal amount not
tendered or not accepted for exchange, in the name of the Holder(s) appearing
herein under "Description of Old Securities," and send such Exchange Securities
and/or Old Securities to, the address(es) so indicated. Any transfer of Old
Securities to a different holder must be completed, according to the provisions
on transfer of Old Securities contained in the Indenture.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
SECURITIES" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED
THE OLD SECURITIES AS SET FORTH IN SUCH BOX BELOW.
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INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Registered Exchange Offer
1. Guarantee of Signatures. Signatures on this Letter of Transmittal
or notice of withdrawal, as the case may be, must be guaranteed by an
institution which falls within the definition of "eligible guarantor
institution" contained in Rule 17Ad-15 as promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended
(hereinafter, an "Eligible Institution") unless (i) the Old Securities tendered
hereby are tendered by the Holder(s) of the Old Securities who has (have) not
completed the box entitled "Special Delivery Instructions" on this Letter of
Transmittal or (ii) the Old Securities are tendered for the account of an
Eligible Institution.
2. Delivery of this Letter of Transmittal and Old Securities;
Guaranteed Delivery Procedures. This Letter of Transmittal is to be used: (i) by
all Holders who are not ATOP members, (ii) by Holders who are ATOP members but
choose not to use ATOP or (iii) if the Old Securities are to be tendered in
accordance with the guaranteed delivery procedures set forth in the Prospectus
under "The Registered Exchange Offer--Guaranteed Delivery Procedures." To
validly tender Old Securities, a Holder must physically deliver a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees and all other required documents to the
Exchange Agent at its address set forth on the cover of this Letter of
Transmittal prior to the Expiration Date (as defined below) or the Holder must
properly complete and duly execute an ATOP ticket in accordance with DTC
procedures. Otherwise, the Holder must comply with the guaranteed delivery
procedures set forth in the next paragraph. Notwithstanding anything to the
contrary in the Exchange and Registration Rights Agreement, the term "Expiration
Date" means 5:00 p.m., New York City time, on the earlier of _________ __, 1997
(or such later date to which Tevecap may, in its sole discretion, extend the
Registered Exchange Offer) or the date on which 100% of the Old Securities are
validly tendered and not withdrawn. If this Registered Exchange Offer is
extended, the term "Expiration Date" shall mean the latest time and date to
which the Registered Exchange Offer is extended. Tevecap expressly reserves the
right, at any time or from time to time, to extend the period of time during
which the Exchange Offer is open by giving oral (confirmed in writing) or
written notice of such extension to the Exchange Agent and by making a public
announcement of such extension prior to 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date.
LETTERS OF TRANSMITTAL SHOULD NOT BE SENT TO TEVECAP OR TO DTC.
If a Holder of the Old Securities desires to tender such Old
Securities and time will not permit such Holder's required documents to reach
the Exchange Agent before the Expiration Date, a tender may be effected if (a)
the tender is made through an Eligible Institution, (b) on or prior to the
Expiration Date, the Exchange Agent receives from such Eligible Institution a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) and Notice of Guaranteed Delivery (by telegram, facsimile transmission,
mail or hand delivery) setting forth the name and address of the Holder of the
Old Securities and the principal amount of Old Securities tendered, stating that
the tender is being made thereby and guaranteeing that within three New York
Stock Exchange trading days after the Expiration Date, any documents required by
the Letter of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent; and (c) all other documents required by the Letter of
Transmittal are received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date. See "The Registered Exchange
Offer--Guaranteed Delivery Procedures" as set forth in the Prospectus.
Only a Holder of Old Securities may tender Old Securities in the
Registered Exchange Offer. The term "Holder" as used herein with respect to the
Old Securities means any person in whose name Old Securities are registered on
the books of the Trustee. If the Letter of Transmittal or any Old Securities are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others
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acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by Tevecap, proper evidence
satisfactory to Tevecap of their authority to so act must be so submitted.
Any beneficial Holder whose Old Securities are registered in the
name of his broker, dealer, commercial bank, trust company or other nominee and
who wishes to validly surrender those Old Securities in the Registered Exchange
Offer should contact such registered Holder promptly and instruct such
registered Holder to tender on his behalf. If such beneficial Holder wishes to
tender on his own behalf, such beneficial Holder must, prior to completing and
executing the Letter of Transmittal, make appropriate arrangements to register
ownership of the Old Notes in such beneficial holder's name. It is the
responsibility of the beneficial holder to register ownership in his own name if
he chooses to do so. The transfer of record ownership may take considerable
time.
The method of delivery of this Letter of Transmittal (or facsimile
hereof) and all other required documents is at the election and risk of the
exchanging Holder, but, except as otherwise provided below, the delivery will be
deemed made only when actually received or confirmed by the Exchange Agent. If
sent by mail, registered mail with return receipt requested, properly insured,
is recommended. In all cases, sufficient time should be allowed to assure timely
delivery to the Exchange Agent before the Expiration Date. No Letters of
Transmittal or Old Securities should be sent to Tevecap.
No alternative, conditional or contingent tenders will be accepted.
All tendering Holders, by execution of this Letter of Transmittal (or facsimile
hereof), waive any right to receive notice of acceptance of their Old Securities
for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and principal amount of the Old Securities to which this
Letter of Transmittal relates should be listed on a separate signed schedule
attached hereto.
4. Withdrawal of Tender. Tenders of Old Securities may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.
To be effective, a written or facsimile transmission notice of
withdrawal must (i) be received by the Exchange Agent at the address set forth
herein prior to 5:00 p.m., New York City time, on the Expiration Date, (ii)
specify the name of the person having tendered the Old Securities to be
withdrawn, (iii) identify the Old Securities to be withdrawn and (iv) be (a)
signed by the Holder in the same manner as the original signature on the Letter
of Transmittal by which such Old Securities were tendered (including any
required signature guarantees) or (b) accompanied by evidence satisfactory to
Tevecap that the Holder withdrawing such tender has succeeded to beneficial
ownership of such Old Securities. If Old Securities have been tendered pursuant
to the ATOP procedure with DTC, any notice of withdrawal must otherwise comply
with the procedures of DTC. Old Securities properly withdrawn will thereafter be
deemed not validly tendered for purposes of the Registered Exchange Offer;
provided, however, that withdrawn Old Securities may be retendered by again
following one of the procedures described herein at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date. All questions as to the validity,
form and eligibility (including time of receipt) of notice of withdrawal will be
determined by Tevecap, whose determinations will be final and binding on all
parties. Neither Tevecap, the Exchange Agent, nor any other person will be under
any duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification. The
Exchange Agent intends to use reasonable efforts to give notification of such
defects and irregularities.
5. Partial Tenders; Pro Rata Effect. Tenders of the Old Securities
will be accepted only in integral multiples of $1,000. If less than the entire
principal amount evidenced by any Old Securities is to be tendered, fill in the
principal amount that is to be tendered in the box entitled "Principal Amount
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Tendered" below. The entire principal amount of all Old Securities delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
6. Signatures on this Letter of Transmittal; Bond Powers and
Endorsements. If this Letter of Transmittal is signed by the registered
Holder(s) of the Old Securities tendered hereby, the signature must correspond
with the name as written on the face of the certificate representing such Old
Securities without alteration, enlargement or any change whatsoever.
If any of the Old Securities tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any of the Old Securities tendered hereby are registered in
different names, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal and any necessary accompanying
documents as there are different registrations.
When this Letter of Transmittal is signed by the Holder(s) of Old
Securities listed and tendered hereby, no endorsements or separate bond powers
are required.
If this Letter of Transmittal is 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 Tevecap, proper evidence
satisfactory to Tevecap of their authority to so act must be submitted.
7. Special Delivery Instructions. Tendering Holders should indicate
in the applicable box the name and address to which Exchange Securities issued
in consideration of Old Securities accepted for exchange, or Old Securities for
principal amounts not exchanged or not tendered, are to be sent, if different
from the name and address of the person signing this Letter of Transmittal.
8. Transfer Taxes. Tevecap will pay all transfer taxes, if any,
applicable to the exchange of Old Securities pursuant to the Registered Exchange
Offer. If, however, Exchange Securities and/or substitute Old Securities for
principal amounts not exchanged are to be delivered to any person other than the
Holder of the Old Securities or if a transfer tax is imposed for any reason
other than the exchange of Old Securities pursuant to the Registered 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, the amount of such transfer taxes will be billed directly to such
tendering Holder.
9. Irregularities. All questions as to validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old
Securities will be resolved by Tevecap, in its sole discretion, whose
determination shall be final and binding. Tevecap reserves the absolute right to
reject any or all tenders of any particular Old Securities that are not in
proper form, or the acceptance of which would, in the opinion of Tevecap or its
counsel, be unlawful. Tevecap also reserves the absolute right to waive any
defect, irregularity or condition of tender with regard to any particular Old
Securities. Tevecap's interpretation of the terms of, and conditions to, the
Registered Exchange Offer (including the instructions herein) will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
must be cured within such time as Tevecap shall determine. Neither Tevecap nor
the Exchange Agent shall be under any duty to give notification of defects in
such tenders or shall incur any liability for failure to give such notification.
The Exchange Agent intends to use reasonable efforts to give notification of
such defects and irregularities. Tenders of Old Securities will not be deemed to
have been made until all defects and irregularities have been cured or waived.
Any Old Securities received by the Exchange Agent that are not properly tendered
and as to which the irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holder, unless otherwise
provided by this Letter of Transmittal, as soon as practicable following the
Expiration Date.
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10. Interest on Exchanged Old Notes. Holders whose Old Securities
are accepted for exchange will not receive accrued interest thereon on the date
of exchange. Instead, interest accruing from November 26, 1996 through the
Expiration Date will be payable on the Exchange Securities on May 26, 1997, in
accordance with the terms of the Exchange Securities. See "The Exchange
Offer--Interest on the Exchange Notes and "Description of Notes" sections of the
Prospectus.
11. Mutilated, Lost, Stolen or Destroyed Certificates. Holders whose
certificates for Old Securities have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF),
TOGETHER WITH ALL REQUIRED DOCUMENTS, OR A NOTICE OF GUARANTEED DELIVERY, MUST
BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under Federal income tax laws, a registered Holder of Old Securities
or Exchange Securities is required to provide the Trustee (as payer) with such
Holder's correct TIN on Substitute Form W-9 below or otherwise establish a basis
for exemption from backup withholding. If such Holder is an individual, the TIN
is his social security number. If the Trustee is not provided with the correct
TIN, a $50 penalty may be imposed by the Internal Revenue Service, and payments
made to such Holder with respect to Old Securities or Exchange Securities may be
subject to backup withholding.
Certain Holders (including, among others, all corporations and
certain foreign persons) are not subject to these backup withholding and
reporting requirements. Exempt Holders should indicate their exempt status on
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Trustee a properly completed Internal Revenue Service Form
W-8, signed under penalties of perjury, attesting to that Holder's exempt
status. A Form W-8 can be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold
31% of any payments made to the Holder 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 on payments made with respect to Old
Securities or Exchange Securities the Holder is required to provide the Trustee
with: (i) the Holder's correct TIN by completing the form below, certifying that
the TIN provided on Substitute Form W-9 is correct (or that such Holder is
awaiting a TIN) and that (A) such Holder is exempt from backup withholding, (B)
the Holder has not been notified by the Internal Revenue Service that the Holder
is subject to backup withholding as a result of failure to report all interest
or dividends or (C) the Internal Revenue Service has notified the Holder that
the Holder is no longer subject to backup withholding; and (ii) if applicable,
an adequate basis for exemption.
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PAYER'S NAME: THE CHASE MANHATTAN BANK
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SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW Social Security Number
Form W-9
Department of the
Treasury-Internal OR______________________
Revenue Service Employer Identification Number
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Part 2 - Certification - Under penalties of perjury, I certify
that:
Payee's Request (1) The number shown on this form is my correct Taxpayer
for Taxpayer Identification Number (or I am waiting for a Taxpayer number
Identification to be issued to me); and
Number ("TIN") (2) I am not subject to backup withholding because (i) I am
exempt from backup withholding, (ii) I have Number ("TIN") not
been notified by the Internal Revenue Service ("IRS") that I
am subject to backup withholding as a result of failure to
report all interest or dividends, or (iii) the IRS has
notified me that I am no longer subject to backup withholding.
Certificate instruction -- 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 under reporting
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
stating that you are no longer subject to backup withholding,
do not cross out item (2).
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Part 3
SIGNATURE..........DATE................., 1997
NAME (Please Print)..................... Awaiting TIN|_|
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE 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 CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
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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 (i) 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 (ii) 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, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
Signature...................................................Date...............
Name (Please Print)............................................................
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PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
================================================================================
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1 and 7)
To be completed ONLY if the Exchange Securities issued in consideration of Old
Securities exchanged, or certificates for Old Securities in a principal amount
not surrendered for exchange are to be mailed to someone other than the
undersigned or to the undersigned at an address other than that below.
Mail to:
Name:________________________________________________________________________
(Please Print)
Address:_____________________________________________________________________
(Zip Code)
================================================================================
DESCRIPTION OF OLD SECURITIES
(See Instructions 2 and 7)
================================================================================
Name(s) and Address(es) Certificate(s)
of Registered Holder(s) (Attach additional signed list, if necessary)
(Please fill in,
in blank)
- --------------------------------------------------------------------------------
-------------------------------------------------------------------------
Aggregate Principal
Amount of Old Principal Amount of Old
Certificate Securities Evidenced Securities Tendered** (must be
Number(s)* by Certificate(s) integral multiples of $1,000)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Total
================================================================================
- ----------
* Need not be completed if Old Securities are being tendered by book-entry
transfer.
** Unless otherwise indicated, the entire principal amount of Old Securities
evidenced by any certificate will be deemed to have been tendered.
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(Boxes below to be checked by Eligible Institutions only)
|_| CHECK HERE IF TENDERED OLD SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
DTC Account Number
Transaction Code Number
|_| CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD SECURITIES 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 Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution
DTC Account Number
Transaction Code Number
|_| CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD
SECURITIES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
ABOVE.
|_| CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD SECURITIES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name _______________________________________________________________________
Address _______________________________________________________________________
_______________________________________________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
WHETHER OR NOT OLD SECURITIES ARE BEING
PHYSICALLY TENDERED HEREBY
X __________________________________ _______________
X __________________________________ _______________
Signature(s) of Owner(s) Dated
of Authorized Signatory
Area Code and Telephone Number: ______________________________________
This box must be signed by registered holder(s) of Old Securities as their
name(s) appear(s) on certificate(s) for Old Securities hereby tendered or on a
security position listing, or by any person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this Letter (including
such opinions of counsel, certifications and other information as may be
required by Tevecap or the Trustee for the Old Securities to comply with the
restrictions on transfer applicable to the Old Securities). If signature is by
an attorney-in-fact, trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, such person must
set forth his or her full title below.
Name(s) ______________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity (full title) _________________________________________________________
Address _______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Tax Identification or Social Security Number(s) _______________________________
_______________________________________________________________________________
Guarantee of Signature(s)
(See Instructions 1 and 6 to determine if required)
Authorized Signature __________________________________________________________
Name __________________________________________________________________________
Name of Firm __________________________________________________________________
Title _________________________________________________________________________
Address _______________________________________________________________________
Area Code and Telephone Number ________________________________________________
Dated _________________________________________________________________________
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-14-
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer.
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
For this type Give the SOCIAL
of account: SECURITY number
of--
-------------------- ---------------------
1. Individual The individual
2. Two or more individuals The actual owner of the
(joint accounts) account or, if combined funds,
the first individual on the
accounts. (2)
3. Custodian account of a minor The minor(4)
(Uniform Gift to Minors Act)
4.a. The usual revocable savings The grantor-trustee
trust (grantor is also trustee)
b. So-called trust account that is The actual owner
not a legal or valid trust under
State law
5. Sole proprietorship The owner(1)
For this type Give the EMPLOYER
of account: IDENTIFICATION
number of--
-------------------- ------------------
6. Sole proprietorship The owner(1)
7. A valid trust, estate, or pension Legal entity(3)
[illegible]
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational or other
tax-exempt organization
10. Partnership The partnership
11. A broker or registerd nominee The broker or nominee
12. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school
district, or prison) that receives
agricultural program payments
- ----------
(1) 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.
(2) List first and circle the name of the person whose number you furnish.
(3) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the identifying number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
(4) Circle the minor's name and furnish the minor's social security number.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
Payees Exempt from Backup Withholding
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in
items (1) through (13) and a person registered under the Investment Advisers Act
of 1940 U.C. who regularly acts as a broker are exempt. Payments subject to
reporting under sections 6041 and 6041A are generally exempt from backup
withholding only if made to payees described in items (1) through (7), except a
corporation that provides medical and health care services or bills and collects
payments for such services is not exempt from backup withholding or information
reporting. Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions, patronage dividends, and payments
by certain fishing boat operators.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an individual
retirement plan or custodial account under section 403(b)(7).
(3) The United States or any agency or instrumentality thereof.
(4) A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
(5) A foreign government, a political subdivision of a foreign government, or
an agency or instrumentality thereof.
(6) An international organization or any agency or instrumentality thereof.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the U.S. or
a possession of the U.S.
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.
(10) A real estate investment trust.
(11) An entity registered at all times under the Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc. Nominee List.
(15) An exempt charitable remainder trust, or a non-exempt trust described in
section 4947.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section 1441.
o Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
Note: You may be subject to backup withholding if this interest is $60 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER. WRITE "EXEMPT" ON THE FACE OF THE FORM AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, royalties, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
Privacy Act Notice. Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to IRS. IRS uses the numbers for identification purposes.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Payers must generally withhold 31% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Failure to Report Certain Dividend and Interest Payments. If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) Civil Penalty for False Information with Respect to Withholding. If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(4) Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE.
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