EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
8 7/8% SENIOR SUBORDINATED NOTES DUE 2011
OF
AMERICAN MEDIA OPERATIONS, INC.
PURSUANT TO THE PROSPECTUS
DATED , 2003
BY
AMERICAN MEDIA OPERATIONS, INC.
THE OFFER TO EXCHANGE WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERED NOTES MAY BE WITHDRAWN AT ANY
TIME PRIOR TO THE EXPIRATION DATE.
To The Exchange Agent:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
By Registered or Certified Mail, Hand or by Overnight Courier:
J.P. Morgan Trust Company, National Association
3800 Colonnade Parkway, Suite 490
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 , 2003, (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 8 7/8% Senior
Subordinated Notes due 2011, which have been registered under the Securities Act
(the "Exchange Notes") for each $1,000 principal amount of its outstanding
8 7/8% Senior Subordinated Notes due 2011 (the "Outstanding 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 Notes
properly delivered by a holder thereof to J.P. Morgan Trust Company, National
Association, as exchange agent (the "Exchange Agent"), and not withdrawn on or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 Outstanding Notes to the Exchange
Agent, and not withdraw such tender, on or prior to the Expiration Date. If a
holder's Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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
Outstanding 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
Outstanding 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 Outstanding
Notes if certificates representing such Outstanding 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") through DTC's Automated Tender
Offer Program ("ATOP"), and an agent's message (as defined below) is not
delivered as provided in the next paragraph.
Holders whose certificates representing the Outstanding 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 Outstanding
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. The Exchange Agent and DTC have confirmed that any
financial institution that is a participant in DTC's system may use ATOP to
tender Outstanding Notes. Participants in the program may, instead of physically
completing and signing this Letter of Transmittal and delivering it to the
Exchange Agent, transmit their acceptance of the exchange offer electronically.
They may do so by causing DTC to transfer the Outstanding Notes to the Exchange
Agent in accordance with its procedures for transfer. DTC will then send an
agent's message to the Exchange Agent for its acceptance. Accordingly, this
Letter of Transmittal need not be completed by a holder tendering through ATOP.
The term "agent's message" means a message transmitted by DTC, received by the
Exchange Agent and forming part of the book-entry confirmation, to the effect
that, with respect to those Outstanding Notes, the participant has received and
agrees to be bound by this Letter of Transmittal and that the Company may
enforce this Letter of Transmittal against the participant.
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, Outstanding Notes must be properly tendered on or before the
Expiration Date.
2
List below the Outstanding 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>
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DESCRIPTION OF OUTSTANDING NOTES TENDERED
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NAME(S) AND ADDRESSES OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK)
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AGGREGATE
PRINCIPAL
AMOUNT PRINCIPAL
CERTIFICATE REPRESENTED BY AMOUNT
NUMBER(S)(1) CERTIFICATE(S) TENDERED(2)
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Total Principal Amount Tendered
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(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 Outstanding Notes indicated in the column labeled "Aggregate Principal
Amount Represented by Certificate(s)." See Instruction 4.
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</Table>
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OUTSTANDING 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:
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Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF TENDERED OUTSTANDING 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):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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[ ] Check box if delivered by Book-Entry Transfer
Account Number:
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Transaction Code Number:
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3
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES
OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
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Address:
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If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
exchange notes. If the undersigned is a broker-dealer that will receive exchange
notes for its own account in exchange for outstanding notes that were acquired
as a result of market-making activities or other trading activities, it
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 undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Only holders are entitled to tender their Outstanding 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 Outstanding Notes and who wishes to make book-entry
delivery of Outstanding 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 Outstanding Notes but are not holders and who seek to
tender Outstanding Notes should (i) contact the holder of such Outstanding Notes
and instruct such holder to tender on his or her behalf, (ii) obtain and include
with this Letter of Transmittal Outstanding 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 that 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 Outstanding Notes from the holder to such beneficial owner, and
comply with the requirements applicable to holders for tendering Outstanding
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
OUTSTANDING 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 Outstanding Notes indicated above.
Subject to, and effective upon, acceptance for exchange of the Outstanding 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
Outstanding 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 Outstanding 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 Outstanding Notes, or transfer ownership of such
Outstanding 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
Outstanding Notes for transfer on the relevant register, and (c) receive all
benefits or otherwise exercise all rights of beneficial ownership of such
Outstanding 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 OUTSTANDING
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 OUTSTANDING NOTES TENDERED
HEREBY. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER. DELIVERY OF ENCLOSED OUTSTANDING NOTES SHALL BE EFFECTED,
AND RISK OF LOSS AND TITLE TO SUCH OUTSTANDING NOTES SHALL PASS, ONLY UPON
PROPER DELIVERY THEREOF TO THE EXCHANGE AGENT.
5
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. Outstanding 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.
Outstanding Notes may not be withdrawn after the Expiration Date unless the
Exchange Offer with respect to such Outstanding Notes is terminated without any
Outstanding Notes being accepted for exchange thereunder. In the event of such a
termination, such Outstanding 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 Outstanding Notes properly tendered hereby. In such event, the tendered
Outstanding 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 Outstanding 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 Outstanding Notes tendered
hereby that are accepted for exchange, and/or return any certificates
representing Outstanding Notes not tendered or not accepted for exchange in the
name(s) of the holder(s) appearing under "Description of Outstanding Notes
Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," the Exchange Notes, and/or any certificates representing
Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes, the account maintained at the
Book-Entry Transfer Facility indicated above will be credited with any
Outstanding 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 Outstanding Notes
from the name of the holder thereof if the Company does not accept for exchange
any of the Outstanding Notes so tendered.
6
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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 Outstanding Notes not accepted for
exchange are to be issued in the name of someone other than the undersigned,
or if Outstanding 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:
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(PLEASE PRINT)
Address:
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(INCLUDING ZIP CODE)
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(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
[ ] Credit unaccepted Outstanding Notes delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below:
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(ACCOUNT NUMBER)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the Exchange Notes and/or certificates
representing Outstanding 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:
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(PLEASE PRINT)
Address:
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(INCLUDING ZIP CODE)
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(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
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7
SIGNATURES
HOLDERS OF OUTSTANDING NOTES
SIGN HERE
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN
THIS LETTER OF TRANSMITTAL
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- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S) OF OUTSTANDING NOTES)
Date:
- ------------------------ , 2003
(Must be signed by the holder(s) exactly as name(s) appear(s) on certificate(s)
representing the Outstanding 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 5.)
Capacity (Full Title):
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Name(s):
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number
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Tax Identification or Social Security No.
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
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(AUTHORIZED SIGNATURE)
Name:
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(PLEASE TYPE OR PRINT)
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(TITLE)
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(NAME OF FIRM)
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(ADDRESS -- INCLUDE ZIP CODE)
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(AREA CODE AND TELEPHONE NUMBER)
Date:
- ------------------------ , 2003
8
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 Outstanding 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
Outstanding Notes) thereof, unless such holder(s) has completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on page 7, 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 that 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 Outstanding Notes but are not
holders and who seek to tender Outstanding Notes should (i) contact the holder
of such Outstanding Notes and instruct such holder to tender on his or her
behalf, (ii) obtain and include with this Letter of Transmittal, Outstanding
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 Outstanding Notes from the holder to such beneficial owner and
comply with the requirements applicable to holders for tendering Outstanding
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
Outstanding 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 holders whose Outstanding Notes are
being delivered by book-entry transfer, delivery of an agent's message by DTC
will satisfy the terms of the Exchange Offer in lieu of execution and delivery
of this Letter of Transmittal by the participant(s) identified in the agent's
message. For a holder to properly tender Outstanding 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, or an agent's message, as the case may
be, 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
Outstanding Notes must be received by the Exchange Agent at such address or (ii)
such Outstanding 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 Outstanding Notes and who cannot comply
with procedures set forth herein for tender on a timely basis or whose
Outstanding Notes are not immediately available must comply with the guaranteed
delivery procedures described below.
Holders whose certificates representing Outstanding 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 Outstanding
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
Outstanding Notes, or a Book-Entry Confirmation with respect to all tendered
Outstanding Notes, together with this Letter of Transmittal, properly completed
and duly executed or an agent's message in lieu thereof, 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 OUTSTANDING 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.
9
All tendering holders, by execution of this Letter of Transmittal waive any
right to any notice of the acceptance of their Outstanding Notes for exchange.
3. WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS. Tenders of
Outstanding Notes may be withdrawn at any time until the Expiration Date.
Tendered Outstanding Notes may not be withdrawn on or after the Expiration Date,
unless the Exchange Offer is terminated without any Outstanding Notes being
accepted for exchange thereunder. In the event of such termination, all tendered
Outstanding Notes will be returned to the tendering holder as promptly as
practicable.
Any holder of Outstanding Notes who has tendered Outstanding Notes or who
succeeds to the record ownership of Outstanding Notes in respect of which such
tenders have previously been given may withdraw such Outstanding 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 Outstanding Notes to be withdrawn, (iii) contain the description
of the Outstanding Notes to be withdrawn, the certificate numbers shown on the
particular certificates representing such Outstanding Notes and the aggregate
principal amount represented by such Outstanding Notes, and (iv) be signed by
the holder of such Outstanding 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 Outstanding Notes into the name of the
person withdrawing such Outstanding Notes. The signature(s) on the notice of
withdrawal of any tendered Outstanding Notes must be guaranteed by an Eligible
Institution unless the relevant Outstanding Notes have been tendered for the
account of an Eligible Institution. If the Outstanding 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 Outstanding 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 Outstanding Notes. Any Outstanding 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 Outstanding Notes may not be rescinded and any
Outstanding 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 Outstanding 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 OUTSTANDING NOTES WHO
TENDER BY BOOK-ENTRY TRANSFER). If less than the entire principal amount of any
Outstanding Notes evidenced by a submitted certificate is tendered, the
tendering holder should fill in the applicable principal amount of the
Outstanding Notes that are to be tendered in the box entitled "Description of
Outstanding Notes Tendered." The entire principal amount represented by the
certificates for all Outstanding Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. If the entire principal
amount of all Outstanding Notes is not tendered or not accepted for payment, new
certificate(s) representing the remainder of the principal amount of the
Outstanding Notes that were evidenced by the old certificate(s) will be sent to
the holder, unless otherwise provided in the boxes entitled "Special Issuance
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 Outstanding 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 Outstanding 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 Outstanding 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.
10
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.
If this Letter of Transmittal is signed by the holder(s) of the Outstanding
Notes listed and transmitted hereby, no endorsements of certificates are
required unless payment is to be made to, or certificates for Outstanding 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 Outstanding Notes listed, the certificates representing such
Outstanding Notes must be properly endorsed for transfer by the holder, with
signatures on the endorsement guaranteed by an Eligible Institution.
6. TRANSFER TAXES. Holders who tender their Outstanding Notes will not be
obligated to pay transfer taxes, if any, in connection therewith unless tendered
Outstanding Notes are registered in the name of any person other than the person
signing this Letter of Transmittal or any transfer tax is imposed for any reason
other than the exchange of Outstanding Notes in the Exchange Offer. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the 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 Outstanding 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 Outstanding Notes by book-entry transfer may request that Outstanding
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 Outstanding 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 Outstanding Notes tendered.
9. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a holder whose tendered Outstanding Notes are
accepted for exchange, or such holder's assignee (in either case, the "Payee"),
provide the Exchange Agent 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 Exchange Agent 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.
11
If the Outstanding 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 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 Exchange Agent. 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 Exchange Agent 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 Exchange Agent cannot refund
amounts withheld by reason of backup withholding.
10. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES. Any holder whose
Outstanding 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 OUTSTANDING
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.
12
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
<Table>
- ----------------------------------------------------------------------------------------------------------------------
PAYER'S NAME:
- ----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE
FORM W-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
(arrow) 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
- ---
The Exchange Agent Is:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
By Registered or Certified Mail, Hand or by Overnight Courier:
J.P. Morgan Trust Company, National Association
3800 Colonnade Parkway, Suite 490
Birmingham, AL 35243
<Table>
Facsimile Transmission Number: Confirm by Telephone:
(205) 968-9145 (205) 968-0506
</Table>