LETTER OF TRANSMITTAL
TO TENDER
10 1/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
AMERICAN MEDIA OPERATIONS, INC.
PURSUANT TO THE PROSPECTUS
DATED , 2002
BY
AMERICAN MEDIA OPERATIONS, INC.
THE OFFER TO EXCHANGE WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2002, UNLESS EXTENDED TO A DATE NOT LATER THAN ,
2002 (THE "EXPIRATION DATE"). TENDERED NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR
TO THE EXPIRATION DATE.
To The Exchange Agent:
JPMORGAN CHASE BANK
By Registered or Certified Mail, Hand or by Overnight Courier:
JPMorgan Chase Bank
3800 Colonnade Parkway
Birmingham, AL 35243
<Table>
Facsimile Transmission Number: Confirm by Telephone:
(205) 968-9145 (205) 968-0506
</Table>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. THE ACCOMPANYING INSTRUCTIONS SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that the undersigned has received and reviewed
the prospectus dated , 2002, (the "Prospectus") of American Media
Operations, Inc., a Delaware corporation (the "Company"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together constitute the
Company's offer to exchange (the "Exchange Offer") $1,000 principal amount of
10 1/4% Series B Senior Subordinated Notes due 2009 (the "Exchange Notes") for
each $1,000 principal amount of its outstanding 10 1/4% Series B Senior
Subordinated Notes due 2009 (the "2002 Notes"), as set forth in the Prospectus.
See "The Exchange Offer -- Consequences of Failure to Exchange" in the
Prospectus.
Upon the terms and subject to the conditions set forth in the Prospectus
and in this Letter of Transmittal, the Company will exchange $1,000 principal
amount of the Exchange Notes, registered under the Securities Act of 1933, as
amended (the "Securities Act") pursuant to a registration statement on Form S-4
filed by the Company, for each $1,000 principal amount of its outstanding 2002
Notes properly delivered by a holder thereof to JPMorgan Chase Bank, as exchange
agent (the "Exchange Agent"), and not withdrawn on or prior to the Expiration
Date. No holder may withdraw a tender following the Expiration Date. In order to
be entitled to receive the Exchange Notes, a tendering holder must properly
tender the 2002 Notes to the Exchange Agent, and not withdraw such tender, on or
prior to the Expiration Date.
If a holder's 2002 Notes are not properly tendered by the Expiration Date
pursuant to the Exchange Offer, such holder will not receive Exchange Notes.
By executing the Letter of Transmittal, the undersigned represents to the
Company that, among other things, (i) the Exchange Notes to be acquired by the
holder of the 1999 Notes in connection with the Exchange Offer are being
acquired by the holder in the ordinary course of business of the holder, (ii)
the holder has no arrangement or understanding with any person to participate in
the distribution of Exchange Notes, (iii) the holder acknowledges and agrees
that any person who is a broker-dealer registered under the Exchange Act or is
participating in the Exchange Offer for the purposes of distributing the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on the
position of the staff of the Commission set forth in no-action letters (see "The
Exchange Offer -- Resale of Exchange Notes"), (iv) the holder understands that a
secondary resale transaction described in clause (iii) above and any resales of
Exchange Notes obtained by such holder in exchange for 2002 Notes acquired by
such holder directly from the Company should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K of the Securities and Exchange Commission
(the "Commission"), and (v) the holder is not an "affiliate," as defined in Rule
405 under the Securities Act, of the Company. If the holder is a broker-dealer
that will receive Exchange Notes for its own account in exchange for 2002 Notes
that were acquired as a result of market-making activities or other trading
activities, by executing this Letter of Transmittal, the holder acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Notes. However, by so acknowledging and by delivering a prospectus, the Holder
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. See "The Exchange Offer -- Procedures for Tendering" in the
Prospectus.
The Exchange Offer may be extended, terminated, amended or consummated as
provided in the Prospectus. During any such extension of the Exchange Offer, all
2002 Notes previously tendered and not withdrawn pursuant to such Exchange Offer
will remain subject to the Exchange Offer and may be accepted thereafter for
exchange by the Company.
No alternative, conditional or contingent tenders will be accepted. A
tendering holder, by execution of this Letter of Transmittal, or facsimile
hereof, waives all rights to receive notice of acceptance of such holder's 2002
Notes for exchange. Capitalized terms used but not defined herein have the
meanings given to them in the Prospectus.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
This Letter of Transmittal is to be completed by holders of 2002 Notes if
certificates representing such 2002 Notes are to be forwarded herewith or if
delivery of such certificates are to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering."
Holders whose certificates representing the 2002 Notes are not immediately
available or who cannot deliver certificates and all other required documents to
the Exchange Agent or complete the procedure for book-entry transfer on or prior
to the Expiration Date may nevertheless tender 2002 Notes pursuant to the
guaranteed delivery procedure set forth in the Prospectus under the caption "The
Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2 below.
Delivery of documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent. In order to ensure participation in the Exchange
Offer, 2002 Notes must be properly tendered on or before the Expiration Date.
2
List below the 2002 Notes that are to be tendered pursuant to this Letter
of Transmittal. If the space below is inadequate, list the information requested
below on a separate signed schedule and affix the original signed schedule to
this Letter of Transmittal.
<Table>
- ------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF 2002 NOTES TENDERED
- ------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESSES OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK)
- ------------------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL
AMOUNT PRINCIPAL
CERTIFICATE REPRESENTED BY AMOUNT
NUMBER(S)(1) CERTIFICATE(S) TENDERED(2)
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
Total Principal Amount Tendered
- ------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by holders who tender by book-entry.
(2) Unless otherwise indicated in this column, any tendering holder will be deemed to have tendered the entire
principal amount represented by the 2002 Notes indicated in the column labeled "Aggregate Principal Amount
Represented by Certificate(s)." See Instruction 5.
- ------------------------------------------------------------------------------------------------------------------
</Table>
[ ] CHECK HERE IF TENDERED 2002 NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED 2002 NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-
ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
----------------------------------------------------------------------------
Account Number:
----------------------------------------------------------------------------
Transaction Code Number:
----------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED 2002 NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Holder(s):
----------------------------------------------------------------------------
Window Ticket Number (if any):
----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
--------------------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
------------------------------------------------------------------
[ ] Check box if delivered by Book-Entry Transfer
Name of Eligible Institution that Guaranteed Delivery:
------------------------------------------------------------------
[ ] Check box if delivered by Book-Entry Transfer
Account Number:
----------------------------------------------------------------------------
Transaction Code Number:
----------------------------------------------------------------------------
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Only holders are entitled to tender their 2002 Notes in the Exchange Offer.
Any financial institution that is a participant in the Book-Entry Transfer
Facility's system and whose name appears on a security position listing as the
record owner of the 2002 Notes and who wishes to make book-entry delivery of
2002 Notes as described above must complete and execute a participant's letter
(which will be distributed to participants by the Book-Entry Transfer Facility)
instructing the Book-Entry Transfer Facility's nominee to complete and sign the
power of attorney attached thereto. Persons who are beneficial owners of 2002
Notes but are not holders and who seek to tender 2002 Notes should (i) contact
the holder of such 2002 Notes and instruct such holder to tender on his or her
behalf, (ii) obtain and include with this Letter of Transmittal 2002 Notes
properly endorsed for transfer by the holder, with signatures on the endorsement
guaranteed by a firm that is a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States of an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Exchange Act which is a member of one of the recognized signature
guarantee programs identified in the Letter of Transmittal (each, an "Eligible
Institution") or (iii) effect a record transfer of such 2002 Notes from the
holder to such beneficial owner and comply with the requirements applicable to
holders for tendering 2002 Notes prior to 5:00 P.M., New York City time, on the
Expiration Date.
HOLDERS WHO WISH TO RECEIVE THE EXCHANGE NOTES MUST TENDER THEIR 2002 NOTES
ON OR PRIOR TO THE EXPIRATION DATE. SEE "THE EXCHANGE OFFER -- PROCEDURES FOR
TENDERING" IN THE PROSPECTUS.
TO: AMERICAN MEDIA OPERATIONS, INC.
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the 2002 Notes indicated above.
Subject to, and effective upon, acceptance for exchange of the 2002 Notes
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of the Company, all right, title and interest in and to all such
2002 Notes tendered hereby. 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 agent
of the Company) with respect to such 2002 Notes, with full power of substitution
and resubstitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to (a) deliver certificates representing such
2002 Notes, or transfer ownership of such 2002 Notes on the account books
maintained by the Book-Entry Transfer Facility, together, in each such case,
with all accompanying evidences of transfer and authenticity to or upon the
order of the Company, (b) present such 2002 Notes for transfer on the relevant
register, and (c) receive all benefits or otherwise exercise all rights of
beneficial ownership of such 2002 Notes (except that the Exchange Agent will
have no rights to or control of, except as agent for the Company, the Exchange
Notes delivered in connection with the Exchange Offer) all in accordance with
the terms of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, SELL, ASSIGN AND TRANSFER THE 2002 NOTES
TENDERED HEREBY AND, THAT WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY
WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF
ALL SECURITY INTERESTS, LIENS, RESTRICTIONS, CLAIMS, CHARGES, ENCUMBRANCES,
CONDITIONAL SALES AGREEMENTS OR OTHER OBLIGATIONS RELATING TO THE SALE OR
TRANSFER THEREOF, AND NOT BE SUBJECT TO ANY ADVERSE CLAIM. THE UNDERSIGNED WILL,
UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE
EXCHANGE AGENT OR THE COMPANY TO BE NECESSARY OR DESIRABLE TO COMPLETE THE
ASSIGNMENT, TRANSFER AND PURCHASE OF THE 2002 NOTES TENDERED HEREBY. THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER. DELIVERY OF ENCLOSED 2002 NOTES SHALL BE EFFECTED, AND RISK OF
LOSS AND TITLE TO SUCH 2002 NOTES SHALL PASS, ONLY UPON PROPER DELIVERY THEREOF
TO THE EXCHANGE AGENT.
4
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy, and personal and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned. 2002 Notes properly tendered may be withdrawn at any time prior to
the Expiration Date. Holders will receive the Exchange Notes only if their
tenders have been properly delivered on or prior to the Expiration Date and not
revoked on or prior to the Expiration Date.
2002 Notes may not be withdrawn after the Expiration Date unless the
Exchange Offer with respect to such 2002 Notes is terminated without any 2002
Notes being accepted for exchange thereunder. In the event of such a
termination, such 2002 Notes tendered by the undersigned will be returned to the
undersigned as promptly as practicable.
The Exchange Offer is subject to a number of conditions, each of which may
be waived or modified by the Company, in whole or in part, at any time and from
time to time, as described in the Prospectus under the caption "The Exchange
Offer --Certain Conditions to the Exchange Offer." The undersigned recognizes
that as a result of such conditions, the Company may not be required to accept
the 2002 Notes properly tendered hereby. In such event, the tendered 2002 Notes
not accepted for exchange will be returned to the undersigned without cost to
the undersigned as soon as practicable following the earlier to occur of the
Expiration Date or the date on which the Exchange Offer with respect to such
issue is terminated without any 2002 Notes being purchased thereunder, at the
address shown below the undersigned's signature(s) unless otherwise indicated
under "Special Issuance Instructions" below.
Unless otherwise indicated under "Special Issuance Instructions" below, the
Exchange Agent will issue the Exchange Notes for any 2002 Notes tendered hereby
that are accepted for exchange, and/or return any certificates representing 2002
Notes not tendered or not accepted for exchange in the name(s) of the holder(s)
appearing under "Description of 2002 Notes Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," the Exchange Notes,
and/or any certificates representing 2002 Notes not tendered or not accepted for
exchange (and accompanying documents, as appropriate) to be returned will be
sent to the address(es) of the holder(s) appearing under "Description of 2002
Notes Tendered." In the event that both the Special Issuance Instructions and
the Special Delivery Instructions are completed, the Exchange Notes will be
issued, if applicable, and the certificates representing any 2002 Notes not
tendered or not accepted for exchange (and any accompanying documents, as
appropriate) will be returned in the name of, and delivered to, the person or
persons so indicated. Unless otherwise indicated under "Special Issuance
Instructions," in the case of a book-entry delivery of 2002 Notes, the account
maintained at the Book-Entry Transfer Facility indicated above will be credited
with any 2002 Notes not tendered or not accepted for exchange. The undersigned
recognizes that neither the Exchange Agent nor the Company has any obligation
pursuant to the Special Issuance Instructions to transfer any 2002 Notes from
the name of the holder thereof if the Company does not accept for exchange any
of the 2002 Notes so tendered.
5
- ------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the certificates representing the Exchange Notes
and/or certificates representing the 2002 Notes not accepted for exchange are
to be issued in the name of someone other than the undersigned, or if 2002
Notes delivered by book-entry transfer not accepted for exchange are to be
returned by credit to an account maintained at a Book-Entry Transfer Facility
other than the account indicated above.
Issue Certificate(s) to:
Name:
---------------------------------------------------
(PLEASE PRINT)
Address:
-------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
(INCLUDING ZIP CODE)
-----------------------------------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
[ ] Credit unaccepted 2002 Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below:
-----------------------------------------------------------
(ACCOUNT NUMBER)
- ------------------------------------------------------------
- ------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the Exchange Notes and/or certificates
representing 2002 Notes not accepted for exchange are to be sent to someone
other than the undersigned or to the undersigned at an address other than that
shown above.
Mail Certificate(s) to:
Name:
---------------------------------------------------
(PLEASE PRINT)
Address:
-------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
(INCLUDING ZIP CODE)
-----------------------------------------------------------
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
- ------------------------------------------------------------
6
SIGNATURES
HOLDERS OF 2002 NOTES
SIGN HERE
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN
THIS LETTER OF TRANSMITTAL
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S) OF 2002 NOTES)
Date:
- ------------------------ , 2002
(Must be signed by the holder(s) exactly as name(s) appear(s) on certificate(s)
representing the 2002 Notes or on a security position listing or by person(s)
authorized to become holder(s) by certificates and documents transmitted
herewith. If signature is by attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or other person acting in a fiduciary or
representative capacity, please provide the following information and see
Instruction 6.)
Capacity (Full Title):
- --------------------------------------------------------------------------------
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Tax Identification or Social Security No.
- ---------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 6)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
Name:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
- --------------------------------------------------------------------------------
(TITLE)
- --------------------------------------------------------------------------------
(NAME OF FIRM)
- --------------------------------------------------------------------------------
(ADDRESS -- INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
Date:
- ------------------------ , 2002
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need
not be guaranteed if the 2002 Notes tendered hereby are tendered (a) by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility's system and whose name
appears on a security position listing as the record owner of the 2002 Notes)
thereof, unless such holder has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on the
preceding page, or (b) for the account of a firm that is a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act which is a member of one of
the recognized signature guarantee programs identified in the Letter of
Transmittal (each, an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. Persons who are beneficial owners of 2002 Notes but are not holders
and who seek to tender 2002 Notes should (i) contact the holder of such 2002
Notes and instruct such holder to tender on his or her behalf, (ii) obtain and
include with this Letter of Transmittal, 2002 Notes properly endorsed for
transfer by the holder, with signatures on the endorsement guaranteed by an
Eligible Institution, or (iii) effect a record transfer of such 2002 Notes from
the Holder to such beneficial owner and comply with the requirements applicable
to holders for tendering 2002 Notes on or prior to the Expiration Date. See
Instruction 6.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by holders either if certificates are to be forwarded herewith or if delivery of
2002 Notes is to be made pursuant to the procedures for book-entry transfer set
forth in the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering." For a holder to properly tender 2002 Notes pursuant to the Exchange
Offer, a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), together with any signature guarantees and any other
documents required by these Instructions, must be received by the Exchange Agent
at the address set forth herein on or prior to the Expiration Date and either
(i) certificates representing such 2002 Notes must be received by the Exchange
Agent at such address or (ii) such 2002 Notes must be transferred pursuant to
the procedures for book-entry transfer described in the Prospectus under the
caption "The Exchange Offer -- Procedures for Tendering" and a Book-Entry
Confirmation must be received by the Exchange Agent, in each case, on or prior
to the Expiration Date. A holder who desires to tender 2002 Notes and who cannot
comply with procedures set forth herein for tender on a timely basis or whose
2002 Notes are not immediately available must comply with the guaranteed
delivery procedures described below.
Holders whose certificates representing 2002 Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent or complete the procedures for book-entry
transfer prior to the Expiration Date may tender their 2002 Notes by properly
completing and duly executing the Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in the Prospectus under the caption "The
Exchange Offer -- Guaranteed Delivery Procedures." Pursuant to such procedures,
(a) the tender must be made by or through an Eligible Institution; (b) a Notice
of Guaranteed Delivery, substantially in the form provided herewith, properly
completed and duly executed, must be received by the Exchange Agent as provided
below on or prior to the Expiration Date; and (c) the certificates representing
all tendered 2002 Notes, or a Book-Entry Confirmation with respect to all
tendered 2002 Notes, together with this Letter of Transmittal, properly
completed and duly executed, and any required signature guarantees and all other
documents required by the Letter of Transmittal, must be received by the
Exchange Agent within three New York Stock Exchange trading days after the date
of execution of the Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING 2002 NOTES, THIS LETTER
OF TRANSMITTAL, REQUIRED SIGNATURE GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION
AND RISK OF THE TENDERING HOLDER AND DELIVERY WILL BE DEEMED MADE WHEN ACTUALLY
RECEIVED BY THE EXCHANGE AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED
TO ENSURE TIMELY DELIVERY.
All tendering holders, by execution of this Letter of Transmittal waive any
right to any notice of the acceptance of their 2002 Notes for exchange.
8
3. WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS. Tenders of 2002
Notes may be withdrawn at any time until the Expiration Date. Tendered 2002
Notes may not be withdrawn on or after the Expiration Date, unless the Exchange
Offer is terminated without any 2002 Notes being accepted for exchange
thereunder. In the event of such termination, all tendered 2002 Notes will be
returned to the tendering holder as promptly as practicable.
Any holder of 2002 Notes who has tendered 2002 Notes or who succeeds to the
record ownership of 2002 Notes in respect of which such tenders have previously
been given may withdraw such 2002 Notes on or prior to the Expiration Date by
delivery of a written notice of withdrawal subject to the limitations described
herein. To be effective, a written or facsimile transmission notice of
withdrawal of a tender must (i) be received by the Exchange Agent, at the
address specified on the back cover of this Letter of Transmittal on or before
the Expiration Date, (ii) specify the name of the holder of the 2002 Notes to be
withdrawn, (iii) contain the description of the 2002 Notes to be withdrawn, the
certificate numbers shown on the particular certificates representing such 2002
Notes and the aggregate principal amount represented by such 2002 Notes, and
(iv) be signed by the holder of such 2002 Notes in the same manner as the
original signature on the Letter of Transmittal (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee register the transfer of relevant 2002 Notes into the name of
the person withdrawing such 2002 Notes. The signature(s) on the notice of
withdrawal of any tendered 2002 Notes must be guaranteed by an Eligible
Institution unless the relevant 2002 Notes have been tendered for the account of
an Eligible Institution. If the 2002 Notes to be withdrawn have been delivered
or otherwise identified to the Exchange Agent, a signed notice of withdrawal is
effective immediately upon receipt by the Exchange Agent of written or facsimile
transmission of the notice of withdrawal even if physical release is not yet
effected. A withdrawal of 2002 Notes can only be accomplished in accordance with
the foregoing procedures.
All questions as to the validity, form and eligibility (including the time
of receipt) of notices of withdrawal will be determined by the Company, whose
determination will be final and binding on all parties. A purported notice of
withdrawal that is not received by the Exchange Agent in a timely fashion will
not be effective to withdraw tendered 2002 Notes. Any 2002 Notes that have been
tendered but that are not accepted for exchange will be returned to the holder
thereof without cost to such holder as soon as practicable following the
Expiration Date.
A withdrawal of a tender of 2002 Notes may not be rescinded and any 2002
Notes properly withdrawn will not be deemed to be validly tendered for purposes
of the Exchange Offer and no Exchange Notes will be issued with respect thereto.
However, withdrawn 2002 Notes may be retendered by repeating one of the
procedures described in Instruction 2 above at any time on or prior to the
Expiration Date.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF 2002 NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER). If less than the entire principal amount of any 2002
Notes evidenced by a submitted certificate is tendered, the tendering holder
should fill in the applicable principal amount of the 2002 Notes that are to be
tendered in the box entitled "Description of 2002 Notes Tendered." The entire
principal amount represented by the certificates for all 2002 Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all 2002 Notes is not tendered or
not accepted for payment, new certificate(s) representing the remainder of the
principal amount of the 2002 Notes that were evidenced by the old certificate(s)
will be sent to the holder, unless otherwise provided in the boxes entitled
"Special Payment Instructions" or "Special Delivery Instructions" above, as soon
as practicable after the expiration of the Exchange Offer.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; ENDORSEMENTS. If this Letter
of Transmittal is signed by the holder(s) of the 2002 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 2002 Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any
tendered 2002 Notes are registered in different names on several certificates,
it will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are names in which certificates are held.
If this Letter of Transmittal or any certificates 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 proper evidence satisfactory to the
Company of their authority so to act must be submitted, unless waived by the
Company.
9
If this Letter of Transmittal is signed by the holder(s) of the 2002 Notes
listed and transmitted hereby, no endorsements of certificates are required
unless payment is to be made to, or certificates for 2002 Notes not tendered or
not accepted for purchase are to be issued to, a person other than the
holder(s). Signatures on such certificates must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution).
If this Letter of Transmittal is signed by a person other than the
holder(s) of the 2002 Notes listed, the certificates representing such 2002
Notes must be properly endorsed for transfer by the holder, together with a
properly completed irrevocable proxy that authorizes such person to consent to
the proposed amendments on behalf of such holder, with signatures on the
endorsement guaranteed by an Eligible Institution.
6. TRANSFER TAXES. The Company will pay or cause to be paid any transfer
taxes with respect to the transfer and sale of 2002 Notes to it or its order
pursuant to the Exchange Offer. If, however, the Exchange Notes are to be
registered in the name of any person other than the holder(s), or if tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any transfer taxes (whether
imposed on the holder(s) or such other person) payable on account of the
transfer to such person will be deducted from the interest paid on the Exchange
Offer unless satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are to
be issued in the name of, and/or certificates representing 2002 Notes not
accepted for exchange are to be returned to, a person other than the person(s)
signing this Letter of Transmittal or if Exchange Notes are to be sent and/or
such certificates are to be returned to a person other than the person(s)
signing this Letter of Transmittal or to an address other than that shown above,
the appropriate boxes on this Letter of Transmittal should be completed. Holders
delivering 2002 Notes by book-entry transfer may request that 2002 Notes not
accepted for payment be credited to such account maintained at a Book-Entry
Transfer Facility as such holder(s) may designate hereon. If no such
instructions are given, such 2002 Notes not accepted for payment will be
returned by crediting the account at the Book-Entry Transfer Facility designated
above.
8. WAIVER OF CONDITIONS. To the extent permitted by applicable law, the
Company reserves the right to waive any and all conditions to the Exchange Offer
and accept for exchange any 2002 Notes tendered.
9. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a holder whose tendered 2002 Notes are accepted for
exchange, or such holder's assignee (in either case, the "Payee"), provide the
Company (the "Payor"), with the holder's correct Taxpayer Identification Number
("TIN"), which, in the case of a Payee who is an individual, is his or her
social security number. If the Payor is not provided with the correct TIN or an
adequate basis for an exemption, such Payee may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding in an amount
equal to 30% of the interest paid on the Exchange Offer. If withholding results
in an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide his correct TIN by
completing the "Substitute Form W-9" set forth herein, certifying that the TIN
provided is correct (or that such Payee is awaiting a TIN) and that (i) the
Payee is exempt from backup withholding, (ii) the Payee has not been notified by
the Internal Revenue Service that he is subject to backup withholding as a
result of a failure to report all interest or dividends, or (iii) the Internal
Revenue Service has notified the Payee that he is no longer subject to backup
withholding.
A Payee who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if the Payee has applied for a number or intends to apply
for a TIN in the near future. If the box in Part 3 is checked, the Payee must
also complete the Certificate of Awaiting Taxpayer Identification Number below
in order to avoid backup withholding. If the box is checked, payments made
within 60 days of the date of the form will be subject to backup withholding
unless the Payee has furnished the Payor with his or her TIN. A Payee who checks
the box in Part 3 in lieu of furnishing his or her TIN should furnish the Payor
with his or her TIN as soon as it is received.
If the 2002 Notes are held in more than one name or are not in the name of
the actual owner, consult the W-9 Guidelines for information on which TIN to
report.
Certain Payees (including, among others, all corporations and certain
foreign individuals) may be exempt from these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that Payee
must
10
submit a statement, signed under penalty of perjury, attesting to that
individual's exempt status (such as Form W-8BEN). Forms for such statements can
be obtained from the Payor. Payees are urged to consult their own tax advisors
to determine whether they are exempt from these backup withholding and reporting
requirements.
If backup withholding applies, the Payor is required to withhold up to 30%
of any payments to be made to the Payee. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained by filing a tax return with the Internal
Revenue Service. The Payor cannot refund amounts withheld by reason of backup
withholding.
10. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES. Any holder whose
2002 Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Exchange Agent at its address set forth above or from the
tendering holder's broker, dealer, commercial bank or trust company. Additional
copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed
Delivery, and the Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 may be obtained from the Exchange Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATES FOR, OR
CONFIRMATION OF BOOK-ENTRY TRANSFER WITH RESPECT TO, ANY TENDERED 2002 NOTES,
WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE.
11
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You)
to Give the Payer. -- Social security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employee 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. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
------------------------------------------------------------------
<Table>
GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ----------------------------------------------------------------------
1. Individual The Individual
2. Two or more individuals (joint The actual owner of the ac-
account) count or, if combined funds,
the first individual on the
account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee(1)
trust account (grantor is also
trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under state law
5. Sole proprietorship The owner(3)
- ----------------------------------------------------------------------
GIVE THE EMPLOYER IDEN-
FOR THIS TYPE OF ACCOUNT: TIFICATION NUMBER OF --
- ----------------------------------------------------------------------
6. Sole proprietorship The owner(3)
7. A valid trust, estate, or pension The legal entity(4)
trust
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 registered 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
</Table>
- ------------------------------------------------------------------
1. List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
2. Circle the minor's name and furnish the minor's social security number.
3. You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number of
your employer identification number (if you have one).
4. List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated in
the account title.)
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
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 Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from withholding include:
- - An organization exempt from tax under Section 501(a), an individual retirement
account (IRA), or a custodial account under Section 403(b)(7), if the account
satisfies the requirements of Section 401(f)(2).
- - The United States or a state thereof, the District of Columbia, a possession
of the United States, or a political subdivision or instrumentality of any one
or more of the foregoing.
- - An international organization or any agency or instrumentality thereof.
- - A foreign government and any political subdivision, agency or instrumentality
thereof.
Payees that may be exempt from backup withholding include:
- - A corporation.
- - A financial institution.
- - A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
- - A real estate investment trust.
- - A common trust fund operated by a bank under Section 584(a).
- - An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- - A middleman known in the investment community as a nominee or custodian.
- - A futures commission merchant registered with the Commodity Futures Trading
Commission.
- - A foreign central bank of issue.
- - A trust exempt from tax under Section 664 or described in Section 4947.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
- - Payments to nonresident aliens subject to withholding under Section 1441.
- - Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
- - Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and you have
not provided your correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
- - Payments described in Section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under Section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE -- Section 6109 requires you to provide your correct taxpayer
identification number to payers, who must report the payments to the IRS. The
IRS uses the number for identification purposes and may also provide this
information to various government agencies for tax enforcement or litigation
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold up to 30% of
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to payer. Certain penalties may also
apply.
PENALTIES
(1) 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) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) 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
12
<Table>
- ----------------------------------------------------------------------------------------------------------------------
PAYER'S NAME:
- ----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE
FORMW-9 PART 1--PLEASE PROVIDE YOUR NAME AND TIN IN THE ------------------------------
BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING Name
DEPARTMENT OF THE TREASURY BELOW.
INTERNAL REVENUE SERVICE ------------------------------
Social Security Number
OR
------------------------------
Employer Identification Number
-----------------------------------------------------------------------------------
PAYER'S REQUEST FOR
TAXPAYER PART 2 PART 3--
IDENTIFICATION Certification--Under penalty of perjury, I
NUMBER (TIN) certify that: [ ] AWAITING TIN
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am
waiting for a number to be issued to me),
and
(2) I am not subject to backup withholding
because (a) I am exempt from backup
withholding, or (b) I have not been
notified by the Internal Revenue Service
(the "IRS") that I am subject to backup
withholding as a result of a failure to
report all interest or dividends, or (c)
the IRS has notified me that I am no longer
subject to backup withholding, and
(3) I am a U.S. person (including a U.S.
resident alien).
-----------------------------------------------------------------------------------
CERTIFICATE INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of 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 that you are no longer subject to backup
withholding, do not cross out such item (2).
-----------------------------------------------------------------------------------
The Internal Revenue Service does not require your consent to any provision of
W this document other than the certifications required to avoid backup withholding.
SIGNATURE
Sign Here ---------------------------------------------------------------------------
DATE
-----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF UP TO 30% 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 THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, up
to 30% of all reportable payments made to me will be withheld.
Signature
- ------------------------------------------------------------------ Date
- ----------------------------, 20
- ---
13
The Exchange Agent Is:
JPMORGAN CHASE BANK
By Registered or Certified Mail, Hand or by Overnight Courier:
JPMorgan Chase Bank
3800 Colonnade Parkway
Birmingham, AL 35243
<Table>
Facsimile Transmission Number: Confirm by Telephone:
(205) 968-9145 (205) 968-0506
</Table>
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