EXHIBIT 99.1
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LETTER OF TRANSMITTAL
VIALOG CORPORATION
NOTICE OF SEPARATION OF 75,000 UNITS
(CUSIP #92552X-AA4 AND CUSIP #92-55-2X-AB-2)
OF VIALOG CORPORATION INTO 12 3/4% SERIES A SENIOR NOTES
DUE 2001 AND WARRANTS
OFFER TO EXCHANGE ITS
12 3/4 % SERIES B SENIOR NOTES DUE 2001
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
12 3/4 % SERIES A SENIOR NOTES DUE 2001
AS DESCRIBED HEREIN, BY
VIALOG CORPORATION
PURSUANT TO THE PROSPECTUS DATED FEBRUARY 12, 1998
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON MARCH 26, 1998, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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The Exchange Agent For The Exchange Offer Is:
By Hand Or Overnight Delivery: By Registered Or Certified Mail:
State Street Bank and Trust State Street Bank and Trust Company
Company
Corporate Trust Department Corporate Trust Department
2 International Place 2 International Place
Boston, Massachusetts 02110 Boston, Massachusetts 02110
Attn: Ken Ring Attn: Ken Ring
New York Drop Location
State Street Bank and Trust
Company, N.A.
61 Broadway
Concourse Level, Corporate Trust
Window
New York, New York 10008
Facsimile Transmissions:
(Eligible Institutions Only)
(617) 664-5290
To Confirm by Telephone or for
Information Call:
(617) 664-5558
Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission of this Letter of Transmittal via facsimile to a
number other than set forth above does not constitute a valid delivery.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
Notice is hereby given to all holders of the 75,000 Units of VIALOG
Corporation (the "Company") consisting of 12 3/4% Series A Senior Notes due 2001
and Warrants to purchase 756,645 shares of Common Stock $.01 par value of the
Company that the Units have been separated as of the date of Prospectus, defined
below in accordance with the terms of the Offering Circular (the "Offering
Circular") dated November 6, 1997. See Offering Circular-Description of Units.
In connection with the separation of the Units all Units should be tendered to
the Exchange Agent pursuant to the terms of this Transmittal Letter. Tenders of
Units for separation will also constitute acceptance of the Exchange Offer,
defined below, unless otherwise specifically indicated herein.
The "Exchange Offer" means the offer to exchange 12 3/4% Series B Senior
Notes (the "Exchange Notes") of the Company due 2001 which have been registered
under the Securities Act of 1933 (the "Exchange Notes") for any and all of the
12 3/4% Series A Senior Notes (the "Old Notes") of the Company due 2001,
pursuant to the Prospectus dated February 12, 1998 (the "Prospectus").
To participate in the Exchange Offer, Holders of Units of the Company (each
Unit consisting of one $1,000 principal amount 12 3/4% Series A Notes due 2001
(the "Old Notes") and one warrant (a "Warrant") to purchase 10.0886 shares of
Common Stock of the Company ("Common Stock") par value $.01 per share) (a
"Unit") must tender the Unit by a (a) book-entry transfer pursuant to the
procedures set forth in the Prospectus under "The Exchange Offer--Procedures for
Tendering," or (b) forwarding Unit Certificates herewith. Holders who are DTC
Participants tendering by book-entry transfer must execute such tender through
the Automated Tender Offer Program ("ATOP") of DTC. A Holder using ATOP should
transmit its acceptance to DTC on or prior to the Expiration Date. DTC will (i)
verify such acceptance, (ii) execute a book-entry separation of the Unit into
its underlying Old Note and Warrants, and (iii) execute a transfer of the Old
Notes into Exchange Notes and Warrants, and (iv) execute a transfer of the
Exchange Notes and Warrants into the Exchange Agent's account at DTC and then
send to the Exchange Agent confirmation of such book-entry transfer (a "book-
entry confirmation"), including an agent's message ("Agent's Message")
confirming that DTC has received an express acknowledgment from such Holder that
such Holder has received and agrees to be bound by this Letter of Transmittal
and that the Trust and the Corporation may enforce this Letter of Transmittal
against such Holder. The book-entry confirmation must be received by the
Exchange Agent in order for the tender relating thereto to be effective. Book-
entry transfer to
2
DTC in accordance with DTC's procedures does not constitute delivery of the
book-entry confirmation to the Exchange Agent.
If the tender is not made through ATOP, Unit Certificates, as well as this
Letter of Transmittal (or facsimile thereof), property completed and duly
executed, with any required signatures guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date in order for
such tender to be effective. Exchange Agent shall execute a separation and
cancellation of the Units in exchange for Exchange Notes and Warrants and
deliver the same to the Holders.
Holders of Units who cannot complete the procedures for delivery by book-
entry transfer of such Units on a timely basis or who cannot deliver their Unit
Certificates and all other required documents to the Exchange Agent on or prior
to the Expiration Date, must, in order to participate in the Exchange Offer,
tender their Units according to the guaranteed delivery procedures set forth in
the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
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DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT
NOTE: SIGNATURES MUST BE PRODUCED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
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DESCRIPTION OF UNITS TENDERED
Units tendered
If blank, please print name and (Attach additional list if necessary)
address of registered holder
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Unit Certificate Aggregate Principal Number
Number(s) Principal Amount of of Shares
Amount of Old Notes of
Old Notes Tendered Common
Tendered (if less Stock
all)** included
in Warrant
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TOTAL
AMOUNT
TENDERED
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* Need not be completed by book-entry holders.
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** Old Notes may be tendered in whole or in part in denominations of $1,000 and
integral multiples of $1,000 in excess thereof, provided that if any Old
Notes are tendered for exchange in part, the untendered principal amount
thereof must be $1,000 or any integral multiple of $1,000 in excess thereof.
All Old Notes held shall be deemed tendered unless a less number is
specified in this column. See Instruction 4.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
-----------------------------------------
DTC Account Number
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Transaction Code Number
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4
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED UNITS ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPELTE THE FOLLOWING:
Name of Registered Holder(s)
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Window Ticket Number (if any)
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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
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Transaction Code Number
------------------------------------------
[ ] CHECK HERE IF TENDERED BY B00K-ENTRY TRANSFER AND NON-EXCHANGED NOTES ARE
TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE UNITS FOR ITS OWN
ACOUNT 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.
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Name:
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Address:
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Ladies and Gentlemen:
The undersigned hereby tenders to VIALOG Corporation, a Massachusetts
Corporation (the "Company"), the above described Unit consisting of 12 3/4%
Series A Senior Notes Due 2001, (the "Old Notes") and a Warrant to purchase
shares of Common Stock of the Company (the "Warrant") in exchange for 12 3/4%
Series B Senior Notes Due 2001, (the "Exchange Notes") which have been
registered under the Securities Act of 1933 (the "Securities Act") and a
Warrant, upon the terms and subject to the conditions set forth in the
Prospectus dated February 12, 1998 (as the same may be amended or supplemented
from time to time, the "Prospectus"), receipt of which is hereby acknowledged,
and in this Letter of Transmittal (which, together with the Prospectus,
constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or
any portion of the Old Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Company all right, title and interest in and to such Units and the underlying
Old Notes and Warrant as are being tendered herewith. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent is also acting as
agent of the Company in connection with the Exchange Offer) with respect to the
tendered Units, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) subject only to the
right of withdrawal described in the Prospectus, to (i) deliver Units
Certificates consisting of the Old Notes and Warrants to the Company together
with all accompanying evidences of transfer and authenticity to, or upon the
order of, the Company, upon receipt by the Exchange Agent, as the undersigned's
agent, of the Exchange Notes and Warrants to be issued in exchange for such
Units, (ii) present Unit Certificates for cancellation, separation and transfer
Units on the books of the Company, and (iii) receive for the account of the
Company all benefits and otherwise exercise all rights of beneficial ownership
of such Units, all in accordance with the terms and conditions of the Exchange
Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
UNITS TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
TRUST WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD
NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER
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ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE
NECESSARY OR DESIRABLE TO COMPLETE THE SPEARATION OF THE UNITS EXCHANGE,
ASSIGNMENT AND TRANSFER OF THE OLD NOTES AND WARRANTS TENDERED HEREBY, AND THE
UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS
AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE
EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Units
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Units. The
Certificate number(s) and the Units that the undersigned wishes to tender should
be indicated in the appropriate boxes above.
If any amount of the tendered Old Notes represented in a tendered Unit
are not exchanged pursuant to the Exchange Offer for any reason, or if
Certificates for Units are submitted for more Old Notes than are tendered or
accepted for exchange, Certificates for such nonexchanged or nontendered Old
Notes will be returned (or, in the case of Old Notes tendered by book-entry
transfer, such Old Notes will be credited to an account maintained at DTC),
without expense to the tendering holder, promptly following the expiration or
termination of the Exchange Offer.
The undersigned understands that tenders of Units consisting of Old
Notes and Warrants pursuant to any one of the procedures described in "The
Exchange Offer--Procedures for Tendering" in the Prospectus and in the
instructions attached hereto will, upon the Company's acceptance for exchange of
such tendered Units, constitute a binding agreement between the undersigned and
the Company upon the terms and subject to the conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Company may not be required to accept for exchange any of the
Units tendered hereby.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, the undersigned hereby directs that the Exchange
Notes be issued in the name(s) of the undersigned or, in the case of a book-
entry transfer, that such Exchange Notes and Warrants be credited to the account
indicated above maintained at DTC. If applicable, substitute certificates
representing Old Notes not exchanged or not accepted for exchange will be issued
to the undersigned or, in the case of a book-entry transfer of Old Notes, will
be credited to the account indicated above maintained at DTC. Similarly, unless
otherwise indicated under "Special Delivery Instructions," please deliver
Exchange Notes and Warrants to the undersigned at the address shown below the
undersigned's signature.
BY TENDERING UNITS AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF THE COMPANY, (II) ANY EXCHANGE NOTES AND WARRANTS TO BE RECEIVED
BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS,
(III) THE
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UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE
IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES
OR WARRANTS TO BE RECEIVED IN THE EXCHANGE OFFER, AND (IV) IF THE UNDERSIGNED IS
NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO
ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH
EXCHANGE NOTES OR WARRANTS. BY TENDERING UNITS PURSUANT TO THE EXCHANGE OFFER
AND EXECUTING THIS LETTER OF TRANSMITTAL, A HOLDER OF UNITS EVIDENCING OLD NOTES
AND WARRANTS WHICH IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH
CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION
FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A)
SUCH UNITS HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH
UNITS WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE
PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE
REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH
EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A
PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN
"UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
Holders of Units whose Old Notes are accepted for exchange will not
receive distributions on such Old Notes and the undersigned waive(s) the right
to receive any distributions on such Old Notes accumulated from and including
November 12, 1997. Accordingly, holders of Exchange Notes as of the record date
for the payment of distributions on May 15, 1998 will be entitled to
distributions accumulated from and including November 12, 1997.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
separation, sale, assignment and transfer of the Units and underlying Old Notes
and Warrants tendered hereby. All authority herein conferred or agreed to be
conferred in this Letter of Transmittal shall survive the death or incapacity of
the undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
Except as stated in the Prospectus, this tender is irrevocable.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF UNITS
TENDERED" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
UNITS CONSISTING OF THE OLD NOTES AND WARANTS AS SET FORTH IN SUCH BOX.
8
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW) (NOTE:
SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Units hereby tendered, or by any person(s) authorized to
become the registered holder(s) by endorsements and documents transmitted
herewith (including such opinions of counsel, certifications and other
information as may be required by the Company or the Trustee for the Units to
comply with the restrictions on transfer applicable to the Units). If signature
is by an attorney-in-fact, executor, administrator, trustee, guardian, officer
of a corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer's full title. See Instruction 5.
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(SIGNATURE(S) OF HOLDER(S))
Date: , 1998
--------------------
Name(s)
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(PLEASE PRINT)
Capacity (full title)
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Address
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(INCLUDE ZIP CODE)
Area Code and Telephone Number
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
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(AUTHORIZED SIGNATURE)
9
Date: , 1998
--------------------
Name of Firm
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(PLEASE PRINT)
Capacity (full title)
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Address
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(INCLUDE ZIP CODE)
Area Code and Telephone Number
--------------------------------------------------
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Exchange Notes, or Old Notes or Warrants not tendered
are to be issued in the name of someone other than the registered holder of the
Units whose name(s) appear(s) above.
Issue
[ ] Old Notes not tendered to:
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[ ] Warrants to:
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[ ] Exchange Notes to:
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Name(s)
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Address
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(INCLUDE ZIP CODE)
Area Code and Telephone Number
-------------------------------------------------
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
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10
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Exchange Notes, Old Notes, or Warrants not tendered are
to be sent to someone other than the registered holder of the Old Notes whose
name(s) appear(s) above, or such registered holder(s) at an address other than
that shown above.
Mail
[ ] Old Notes not tendered to:
-----------------------------------------------
[ ] Warrants to:
-------------------------------------------------------------
[ ] Exchange Notes to:
-------------------------------------------------------
Name(s)
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Address
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-------------------------------------------------
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. To tender in the Exchange Offer, Holders must tender by (a)
forwarding Unit Certificates herewith or (b) book-entry transfer pursuant to the
procedures set forth in "The Exchange Offer - Procedures for Tendering" in the
Prospectus. Holders who are DTC Participants tendering by book-entry transfer
must execute such tender through DTC's ATOP system. A Holder using ATOP should
transmit its acceptance to DTC on or prior to the Expiration Date. DTC will
verify such acceptance, execute a book-entry transfer to the tendered Units into
the Exchange Agent's account at DTC and then send to the Exchange Agent a book-
entry confirmation, including an Agent's Message confirming that DTC has
received an express acknowledgment from such Holder that such Holder has
received and agrees to be bound by this Letter of Transmittal and that the Trust
and the Corporation may enforce this Letter of Transmittal against such Holder.
The book-entry confirmation must be received by the Exchange Agent in order for
the tender relating thereto to be effective. Book entry transfer to
11
DTC in accordance with DTC's procedure does not constitute delivery of the book-
entry confirmation to the Exchange Agent.
If the tender is not made through ATOP, Unit Certificates, as well as
this Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date in order for
such tender to be effective.
Units consisting of the Old Notes and Warrants may be tendered in
whole or in part in the principal amount of the Old Notes of $1,000 and integral
multiples of $1,000 in excess thereof, provided that, if any Units are tendered
for exchange in part, the untendered principal amount of the Old Note component
thereof must be $1,000 or any integral multiple of $1,000 in excess thereof.
Holders who wish to tender their Units and (i) whose Units are not
immediately available or (ii) who cannot deliver their Units, this Letter of
Transmittal and all other required documents to the Exchange Agent on or prior
to the Expiration Date or (iii) who cannot complete the procedures for delivery
by book-entry transfer on a timely basis, may tender their Units by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer--Procedures for
Tendering" in the Prospectus. Pursuant to such procedures: (i) such tender must
be made by or through an Eligible Institution (as defined below); (ii) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Company, must be received by the
Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates
(or a book-entry confirmation (as defined in this Prospectus)) representing all
tendered Units, in proper form for transfer, together with a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent within five
business days after the Expiration Date, all as provided in "The Exchange Offer-
- -Procedures for Tendering" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Units to be properly tendered pursuant to the guaranteed delivery procedure, the
Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the
Expiration Date. As used herein and in the Prospectus, "Eligible Institution"
means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act
as "an eligible guarantor institution," including (as such terms are defined
therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association that is a participant in a Securities
Transfer Association.
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THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder of
the Unit (which term, for purposes of this document, shall
include any participant in DTC whose name appears on a security
position listing as the owner of the Units) of Units tendered
herewith, unless such holder(s) has completed either the box
entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" above, or
(ii) such Units are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Units Tendered" is inadequate, the Certificate number(s) and/or
the principal amount of Old Notes evidencing such Unit, the amount of shares of
Common Stock of the Warrant and any other required information should be listed
on a separate signed schedule which is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Units will be
accepted only in the principal amount of the Old Notes of $1,000 and integral
multiples of $1,000 in excess thereof, provided that if any Units are tendered
for exchange in part, the untendered principal amount thereof must be $1,000 or
any integral multiple of $1,000 in excess thereof. [If less than all the Units
evidenced by any Unit Certificate submitted are to be tendered, fill in the
principal amount of Old Notes which are to be tendered in the box entitled
"Principal Amount of Old Notes Tendered". In such case, new Certificate(s) for
the remainder of the Old Notes that were evidenced by your Unit Certificate(s)
will only be sent to the holder of the Unit, promptly after the Expiration Date.
ALL OLD NOTES AND WARRANTS REPRESENTED
13
BY UNIT CERTIFICATES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED UNLESS OTHERWISE INDICATED.
Except as otherwise provided herein, tenders of Units 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 or facsimile transmission of such
notice of withdrawal must be timely received by the Exchange Agent at one of its
addresses set forth above or in the Prospectus on or prior to the Expiration
Date. Any such notice of withdrawal must specify the name of the person who
tendered the Old Notes to be withdrawn, and (if Certificates for Units have been
tendered) the name of the registered holder of the Units as set forth on the
Unit Certificate, if different from that of the person who tendered such Units.
If Unit Certificates have been delivered or otherwise identified to the Exchange
Agent, then prior to the physical release of such Unit Certificates, the
tendering holder must submit the serial numbers shown on the particular Old
Notes to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of Units tendered for
the account of an Eligible Institution. If Units have been tendered pursuant to
the procedures for book entry transfer set forth in the Prospectus under "The
Exchange Offer-- Procedures for Tendering" the notice of withdrawal must specify
the name and number of the account at DTC to be credited with the withdrawal of
Old Notes, in which case a notice of withdrawal will be effective if delivered
to the Exchange Agent by written or facsimile transmission. Withdrawals of
tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will
not be deemed validly tendered for purposes of the Exchange Offer, but may be
retendered at any subsequent time on or prior to the Expiration Date by
following any of the procedures described in the Prospectus under "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
their sole discretion, whose determination shall be final and binding on all
parties. Neither the Company, any 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 any such notification. Any Old Notes which have
been tendered but which are withdrawn will be returned to the holder thereof
without cost to such holder promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the Certificate(s) without alteration, enlargement or
any change whatsoever.
If any of the Units tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
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If any tendered Units are registered in different name(s) on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in- fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to the Corporation and the Trust, in their sole
discretion, of each such person's authority so to act.
When this Letter of Transmittal is signed by the registered owner(s)
of the Units listed and transmitted hereby, no endorsement(s) of Certificate(s)
or separate bond power(s) are required unless Exchange Notes [or warrants] are
to be issued in the name of a person other than the registered holder(s).
Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Units listed, the Certificates must be endorsed or
accompanied by appropriate bond powers, signed exactly as the name or names of
the registered owner(s) appear(s) on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information as
the Company or the Trustee for the Units may require in accordance with the
restrictions on transfer applicable to the Units. Signatures on such
Certificates or bond powers must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes [or
warrants] are to be issued in the name of a person other than the signer of this
Letter of Transmittal, or if Exchange Notes are to be sent to someone other than
the signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
[Certificates for Units not exchanged will be returned by mail or, if tendered
by book-entry transfer, by crediting the account indicated above maintained at
DTC. See Instruction 4.]
7. IRREGULARITIES. The Company will determine, in their sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of any Old
Note or Warrant included in a Unit, which determination shall be final and
binding on all parties. The Company reserves the absolute right to reject any
and all tenders determined by either of them 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 Exchange Offer" or any conditions or irregularity
in any tender of Units 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 Units will be deemed to have been validity made until
all irregularities with respect to such tender have been
15
cured or waived. The Company, any affiliates or assigns of the Company, the
Exchange Agent, or any other person shall not be under any duty to give
notification of any irregularities in tenders or incur any liability for failure
to give such notification.
8. QUESTIONS, REQUESTS FOR THE ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Exchange Agent at
its address and telephone number set forth on the front of this Letter of
Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed
Delivery and the Letter of Transmittal may be obtained from the Exchange Agent
or from your broker, dealer, commercial bank, trust company or other nominee.
9. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a holder whose tendered Units are accepted for exchange is required to
provide the Exchange Agent with such holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If the Exchange Agent is not
provided with the correct TIN, the Internal Revenue Service (the "IRS") may
subject the holder or other payee to a $50 penalty. In addition, payments to
such holders or other payees with respect to the Old Note component of the Unit
exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W- 9, the amounts retained during the 60-day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60-day period,
amounts withheld will be remitted to the IRS as backup withholding. In
addition, 31% of all payments made thereafter will be withheld and remitted to
the IRS until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the registered
owner of the Unit evidencing the Old Notes or of the last transferee appearing
on the transfers attached to, or endorsed on, the Unit. If the Units are
registered in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9
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below, and write "exempt" on the face thereof, to avoid possible erroneous
backup withholding. A foreign person may qualify as an exempt recipient by
submitting a properly completed IRS Form W-8, signed under penalties of perjury,
attesting to that holder's exempt status. Please consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which holders are exempt from backup
withholding.
Backup withholding is not an additional U.S. Federal income tax.
Rather, the U.S. Federal income tax liability of a person 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.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive satisfaction of any or all conditions enumerated in the Prospectus.
11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of Units, by execution of this
Letter of Transmittal, shall waive any right to receive notice of the acceptance
of Units for exchange.
Neither the Corporation, the Trust, the Exchange Agent nor any other
person is obligated to give notice of any defect or irregularity with respect to
any tender of Units nor shall any of them incur any liability for failure to
give any such notice.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Units have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Certificate(s) have been followed.
13. SECURITY TRANSFER TAXES. Holders who tender their [Units
evidencing] Old Notes for exchange will not be obligated to pay any transfer
taxes in connection therewith. If, however, Exchange Notes are to be delivered
to, or are to be issued in the name of, any person other than the registered
holder of the Units tendered, or if a transfer tax is imposed for any reason
other than the exchange of Old Notes in connection with the Exchange Offer, then
the amount of any such transfer tax (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 with
the Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS
(See Instruction 9)
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TAXPAYER'S NAME:
----------------------
- --------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE TIN:
Form W-9 YOUR TIN ON THE LINE -------------------------
AT RIGHT AND CERTIFY Social Security Number or
BY SIGNING AND DATING Employer Identification
BELOW Number
--------------------------------------------------
Department of the Treasury [ ]
Internal Revenue PART 2-TIN
Applied For Service Payer's
Request for Taxpayer
Identification Number
("TIN") and Certification
--------------------------------------------------
CERTIFICATION-UNDER THE PENALTIES 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 and to be issued to me).
(2) I am not subject to backup withholding either
because (i) I am exempt from backup
withholding; (ii) 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 (iii) the IRS has notified me that I am no
longer subject to backup withho lding, and
(3) any other information provided on this form is
true and correct.
Signature Date , 1998
------------------ ------------
- --------------------------------------------------------------------------------
You must cross out item (iii) 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 and you have not been notified by the
IRS that you are no longer subject to backup withholding.
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID 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 CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
THE 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 (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number by the time of
payment, 31% of all payments made to me on account of the Exchange Notes shall
be retained until I provide a taxpayer identification number to the Exchange
Agent and that, if I do not provide my taxpayer identification number within 60
days, such retained amounts shall be remitted to the Internal Revenue Service as
backup withholding and 31% of all reportable payments made to me thereafter will
be withheld and remitted to the Internal Revenue Service until I provide a
taxpayer identification number.
Signature Date , 1998
--------------------------------------- --------------------
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