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EXHIBIT 99.1
LETTER OF TRANSMITTAL
11% SENIOR NOTES DUE 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
______________, 1997 UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (THE
"EXPIRATION DATE"). TENDERS OF SERIES A NOTES (AS DEFINED HEREIN) MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
SPANISH BROADCASTING SYSTEM, INC.
$ 75,000,000 11% SENIOR NOTES DUE 2004
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed, and submitted to the Exchange Agent, by registered
or certified mail, overnight carrier or hand delivery at the following address,
no later than the Expiration Date:
IBJ SCHRODER BANK & TRUST COMPANY, EXCHANGE AGENT
By Overnight Courier: By Mail: By Hand:
(insured or registered recommended)
IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company
One State Street P.O. Box 84 One State Street
New York, NY 10004 Bowling Green Station New York, NY 10004
Attn: Securities Processing Window, New York, NY 10274-0084 Attn: Securities Processing Window,
Subcellar One (SC-1) Attn: Reorganization Operations Department Subcellar One (SC-1)
FACSIMILE
(212) 858-2611
TELEPHONE
(212) 858-2103
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY.
By execution hereof, the undersigned acknowledges receipt of the
prospectus dated _________, 1997 (the "Prospectus") of Spanish Broadcasting
System, Inc., a Delaware corporation (the "Company"), which, together with this
Letter of Transmittal and the instructions hereto (the "Letter of Transmittal"),
constitute the Company's offer (the "Exchange Offer") to exchange its 11% Senior
Notes due 2004, Series B (the "Series B Notes"), for an equal principal amount
of its outstanding 11% Senior Notes due 2004, Series A (the "Series A Notes"),
of which an aggregate of $75,000,000 in principal is outstanding as of the date
hereof. The Series A Notes and the Series B Notes are sometimes referred to
herein collectively as the "Notes." The Series B Notes have been registered
under the Securities Act of 1933, as amended (the "Securities Act").
This Letter of Transmittal is to be used by Holders (as defined below)
if: (i) certificates representing Series A Notes are to be physically delivered
to the Exchange Agent herewith by Holders; (ii) tender of Series A Notes is to
be made by book-entry transfer to the Exchange Agent's account at The Depository
Trust Company (the "Depository") pursuant to the procedures set forth in the
Prospectus under "The Exchange Offer--Procedures
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for Tendering" by any financial institution that is a participant in the
Depository and whose name appears on a security position listing as the owner of
Series A Notes; or (iii) tender of Series A Notes is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedures." DELIVERY OF DOCUMENTS TO THE DEPOSITORY
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" with respect to the Exchange Offer means any person:
(i) in whose name Series A Notes are registered on the books of the Company or
any other person who has obtained a properly completed bond power, as
applicable, from the registered Holder; or (ii) whose Series A Notes are held of
record by the Depository who desires to deliver such Series A Notes by
book-entry transfer at the Depository.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Series A Notes must
complete this letter in its entirety.
All capitalized terms used herein and not defined shall have the
meaning ascribed to them in the Prospectus.
The instructions included with this Letter of Transmittal must be
followed. Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 8 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR SERIES A
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
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Ladies and Gentlemen:
Subject to the terms of the Exchange Offer, the undersigned hereby
tenders to the Company the principal amount of Series A Notes indicated below.
Subject to and effective upon the acceptance for exchange of the Series A Notes
tendered in accordance with this Letter of Transmittal, the undersigned sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to the Series A Notes tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as the
agent of the Company and as Trustee under the Indenture for the Series A Notes
and the Series B Notes) with respect to the tendered Series A Notes with full
power of substitution to (i) deliver certificates for such Series A Notes to the
Company, or transfer ownership of such Series A Notes on the account books
maintained by The Depository Trust Company ("DTC") together, in either such
case, with all accompanying evidences of transfer and authenticity to, or upon
the order of, the Company and (ii) present such Series A Notes for transfer on
the books of the Company and receive all benefits and otherwise exercise all
rights of beneficial ownership of such Series A Notes, all in accordance with
the terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Series A Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim, when the same are acquired by the Company. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
upon an interpretation by the staff of the Securities and Exchange Commission
that the Series B Notes issued in exchange for the Series A Notes pursuant to
the Exchange Offer may be offered for resale, resold and otherwise transferred
by any holder thereof (other than (i) a broker - dealer who purchased such
Series A Notes directly from the Company to resell pursuant to Rule 144A or any
other available exemption under the Securities Act or (ii) a person that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act provided that the holder is acquiring the Series B Notes
in its ordinary course of business and is not participating, and has no
arrangement or understanding with any person to participate, in the distribution
of the Series B Notes.
The undersigned represents that (i) the Series B Notes acquired
pursuant to the Exchange Offer are being acquired by the undersigned and any
beneficial owner thereof in the ordinary course of business of the undersigned
and any such beneficial owner, (ii) neither the undersigned nor any such
beneficial owner has any arrangement or understanding with any person to
participate in the distribution of such Series B Notes and (iii) except as
indicated below, neither the undersigned nor any such beneficial owner is an
"affiliate," as defined under Rule 405 of the Securities Act, of the Company. If
the undersigned or any beneficial owner for whom the undersigned is tendering
securities is an affiliate of the Company, then such person will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable. If the undersigned or any beneficial owner for whom the
undersigned is tendering securities is a broker-dealer that will receive Series
B Notes for its own account in exchange for Series A Notes that were acquired as
a result of market-making or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Series B Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned or
such beneficial owner will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act. 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 and transfer of
the Series A Notes tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Series A Notes when the Company has given oral or
written notice thereof to the Exchange Agent. If any tendered Series A Notes are
not accepted for exchange pursuant to the Exchange Offer for any reason,
certificates for any such unaccepted Series A Notes will be returned (except as
noted below with respect to tenders through DTC), without expense, to the
undersigned at the address shown below or at a different address as may be
indicated under "Special Issuance Instructions" as promptly as practicable after
the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.
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The undersigned understands that tenders of Series A Notes pursuant to
the procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions,"
please issue the certificates representing the Series B Notes issued in exchange
for the Series A Notes accepted for exchange and return any Series A Notes not
tendered or not exchanged, in the name(s) of the undersigned (or in either such
event in the case of Series A Notes tendered by DTC, by credit to the account at
DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the Series B Notes
issued in exchange for the Series A Notes accepted for exchange and any
certificates for Series A Notes not tendered or not exchanged (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signatures, unless, in either event, tender is being made through
DTC. In the event that both "Special Issuance Instructions" and "Special
Delivery Instructions" are completed, please issue the certificates representing
the Series B Notes issued in exchange for the Series A Notes accepted for
exchange and return any Series A Notes not tendered or not exchanged in the
name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Series A Notes from the name of the registered holder(s) thereof if the
Company does not accept for exchange any of the Series A Notes so tendered.
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DESCRIPTION OF SERIES A NOTES TENDERED
Certificate Aggregate
Number(s)* (Attach Principal Amount
Name(s) and Address(es) of Holder(s) signed list if Tendered (if less
(Please fill in if blank) necessary) than all)**
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TOTAL PRINCIPAL AMOUNT OF SERIES A NOTES TENDERED
* Need not be completed by Holders tendering book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all
Series A Notes listed. See Instruction 2.
BENEFICIAL OWNER(S)
STATE OF PRINCIPAL RESIDENCE OF EACH BENEFICIAL PRINCIPAL AMOUNT TENDERED SERIES A NOTES
OWNER OF TENDERED SERIES A NOTES HELD FOR ACCOUNT OF BENEFICIAL OWNER
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USE OF BOOK ENTRY TRANSFER
[ ] CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:______________________________
DTC Book-Entry Account No.:_________________________________
Transaction Code No.:_______________________________________
USE OF GUARANTEED DELIVERY
If Holders desire to tender Series A Notes pursuant to the Exchange Offer and
(i) certificates representing such Series A Notes are not immediately available,
(ii) time will not permit this Letter of Transmittal, certificates representing
such Series A Notes or other required documents to reach the Exchange Agent
prior to the Expiration Date or (iii) the procedures for book-entry transfer
cannot be completed prior the Expiration Date, such Holders may effect a tender
of such Series A Notes in accordance with the guaranteed delivery procedures set
forth in the Prospectus under "The Exchange Offer -- Guaranteed Delivery
Procedures."
[ ] CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED PURSUANT TO
THE NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Series A Notes:_______________
_________________________________________________________________
Window Ticket No. (if any):______________________________________
Date of Execution of
Notice of Guaranteed Delivery:___________________________________
Name of Eligible Institution that Guaranteed Delivery:
_________________________________________________________________
If Delivered by Book-Entry Transfer:
Name of Tendering Institution:___________________________________
DTC Book-Entry Account No.:______________________________________
Transaction Code No.:
BROKER-DEALER COPIES OF PROSPECTUS
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name:_____________________________________________________
Address:___________________________________________________
FOR USE BY AFFILIATES
[ ] CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU ARE TENDERING
SECURITIES IS AN AFFILIATE OF THE COMPANY.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF SERIES A NOTES REGARDLESS
OF WHETHER SERIES A NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Series A
Notes exactly as their name(s) appear(s) on certificate(s) for Series A Notes
or, if tendered by a participant in DTC, exactly as such participant's name
appears on a security position listing as the owner of Series A Notes, or by
person(s) authorized to become registered Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to the Company of such person's authority to so act. See
Instruction 3 herein.
If the signature appearing below is not of the registered Holder(s) of the
Series A Notes, then the registered Holder(s) must sign a valid proxy.
X_________________________________________________ Date:_____________________
X_________________________________________________ Date:_____________________
Signature(s) of Holder(s) or Authorized Signatory
Name(s):_______________________________________ Address:______________________________________
_______________________________________ ______________________________________
(Please Print) (Including Zip Code)
Capacity:______________________________________ Area Code and Telephone No.:___________________
Social Security No.:___________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
________________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)
________________________________________________________________________________
(Address (including zip code) and Telephone Number including area code) of Firm)
________________________________________________________________________________
(Authorized Signature)
________________________________________________________________________________
(Printed Name)
________________________________________________________________________________
(Title)
Date:_________________
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Series A Notes in a principal amount
not tendered are to be issued in the name of, or the Series B Notes issued
pursuant to the Exchange Offer are to be issued to the order of, someone other
than the person or persons whose signature(s) appear(s) within this Letter of
Transmittal or issued to an address different from that shown in the box
entitled "Description of Series A Notes Tendered" within this Letter of
Transmittal, or if Series A Notes tendered by book-entry transfer that are not
accepted for purchase are to be credited to an account maintained at DTC.
Name:______________________________________________________________________
(Please Print)
Address:___________________________________________________________________
(Please Print)
___________________________________________________________________________
Zip Code
___________________________________________________________________________
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Series A Notes in a principal amount
not tendered or not accepted for purchase or the Series B Notes issued pursuant
to the Exchange Offer are to be sent to someone other than the person or persons
whose signature(s) appear(s) within this Letter of Transmittal or issued to an
address different from that shown in the box entitled "Description of Series A
Notes Tendered" within this Letter of Transmittal.
Name:____________________________________________________________________
(Please Print)
Address:_________________________________________________________________
(Please Print)
_________________________________________________________________________
Zip Code
_________________________________________________________________________
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
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PAYER'S NAME:______________________________
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE
BOX AT RIGHT AND CERTIFY BY SIGNING ______________________
FORM W-9 AND DATING BELOW Social Security Number
OR_______________________
DEPARTMENT OF THE TREASURY Employer Identification
INTERNAL REVENUE SERVICE Number
PAYER'S REQUEST FOR TAXPAYER PART 2--Certification--Under Penalties of Perjury, I PART 3-
IDENTIFICATION 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 either
because I have not been notified by the Internal
Revenue Services ("IRS") that I am subject to backup
withholding as a result of failure to report all
interest or dividends, or the IRS has notified me
that I am no longer subject to backup withholding.
Certificate instructions-- You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of under reporting interest or dividends on your tax returns. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS stating that you are no longer subject
to backup withholding, do not cross out item (2).
SIGNATURE____________________________________ DATE______________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO HOLDERS OF SERIES B
NOTES PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 20 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
____________________________________ _________________________
Signature Date
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER AND THE SOLICITATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND SERIES A NOTES. The
certificates for the tendered Series A Notes (or a confirmation of a book-entry
transfer into the Exchange Agent's account at DTC of all Series A Notes
delivered electronically), as well as a properly completed and duly executed
copy of this Letter of Transmittal or facsimile hereof and any other documents
required by this Letter of Transmittal must be received by the Exchange Agent at
its address set forth herein prior to 5:00 P.M., New York City time, on the
Expiration Date. The method of delivery of the tendered Series A Notes, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the Holder and, except as otherwise provided below,
the delivery will be deemed made only when actually received by the Exchange
Agent. Instead of delivery by mail, it is recommended that the Holder use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. No Letter of Transmittal or Series A Notes
should be sent to the Company.
Holders who wish to tender their Series A Notes and (i) whose Series A
Notes are not immediately available or (ii) who cannot deliver their Series A
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date must tender their Series A Notes and
follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant
to such procedures: (i) such tender must be made by or through an Eligible
Institution; (ii) prior to the Expiration Date, the Exchange Agent must have
received from the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder of the Series A Notes, the
certificate number or numbers of such Series A Notes and the principal amount of
Series A Notes tendered, stating that the tender is being made thereby and
guaranteeing that, within five business days after the Expiration Date, this
Letter of Transmittal (or facsimile hereof) together with the certificate(s)
representing the Series A Notes (or a confirmation of electronic delivery of
book-entry delivery into the Exchange Agent's account at DTC) and any of the
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered
Series A Notes in proper form for transfer (or a confirmation of electronic mail
delivery of book-entry delivery into the Exchange Agent's account at DTC), must
be received by the Exchange Agent within five business days after the Expiration
Date, all as provided in the Prospectus under the caption "Exchange Offers --
Guaranteed Delivery Procedures." Any Holder of Series A Notes who wishes to
tender his Series A Notes pursuant to the guaranteed delivery procedures
described above must ensure that the Exchange Agent receives the Notice of
Guaranteed Delivery prior to 5:00 P.M., New York City time, on the Expiration
Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Series A Notes will be
determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any and all
Series A Notes not properly tendered or any Series A Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any irregularities or
conditions of tender as to particular Series A Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Series A Notes must be cured within such time as the Company shall determine.
Neither the Company, the Exchange Agent nor any other person shall be under any
duty to give notification of defects or irregularities with respect to tenders
of Series A Notes, nor shall any of them incur any liability for failure to give
such notification. Tenders of Series A Notes will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any Series
A Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned without cost by the Exchange Agent to the
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tendering Holders of Series A Notes, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
2. PARTIAL TENDERS. Tenders of Series A Notes will be accepted in all
denominations of $1,000 principal amount and integral multiples in excess
thereof. If less than the entire principal amount of any Series A Note is
tendered, the tendering Holder should fill in the principal amount tendered in
the third column of the chart entitled "Description of Series A Notes Tendered."
The entire principal amount of Series A Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Series A Notes is not tendered, Series A Notes for the
principal amount of Series A Notes not tendered and a certificate or
certificates representing Series B Notes issued in exchange for any Series A
Notes accepted will be sent to the Holder at his or her registered address,
unless a different address is provided in the appropriate box on this Letter of
Transmittal or unless tender is made through DTC, promptly after the Series A
Notes are accepted for exchange.
3. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is
signed by the registered Holder(s) of the Series A Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the Series
A Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of Series A Notes tendered and the certificate(s) for
Series B Notes issued in exchange therefor is to be issued (or any untendered
principal amount of Series A Notes is to be reissued) to the registered Holder,
such Holder need not and should not endorse any tendered Series A Note, nor
provide a separate bond power. In any other case, such Holder must either
properly endorse the Series A Notes tendered or transmit a properly completed
separate bond power, as appropriate, with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder(s) of any Series A Notes listed, such Series A
Notes must be endorsed or accompanied by appropriate bond powers, as
appropriate, signed as the name of the registered Holder(s) appears on the
Series A Notes.
If this Letter of Transmittal (or facsimile hereof) or any Series A Notes
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or other acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to of their authority so to
act must be submitted with this Letter of Transmittal.
Endorsements on Series A Notes or signatures on bond powers required by
this Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal (or facsimile hereof) must be
guaranteed by an Eligible Institution unless the Series A Notes tendered
pursuant thereto are tendered (i) by a registered Holder (including any
participant in DTC whose name appears on a security position listing as the
owner of Series A Notes) who has not completed the box set forth herein entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable spaces, the name and address to which Series B Notes
or substitute Series A Notes for principal amounts not tendered or not accepted
for exchange are to be issued or sent, if different from the name and address of
the person signing this Letter of Transmittal (or in the case of tender of the
Series A Notes through DTC, if different from DTC). In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.
5. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Series A Notes pursuant to the Exchange Offer. If,
however, certificates representing Series B Notes or Series
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A Notes for principal amounts not tendered or accepted for exchange are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered Holder of the Series A Notes tendered hereby, or if tendered
Series A Notes are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the exchange of Series A Notes pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
Holder or any other person) will be payable by the tendering Holder. 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 5, it will not be necessary for
transfer tax stamps to be affixed to the Series A Notes listed in this Letter of
Transmittal.
6. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend,
waive or modify specified conditions in the Exchange Offer in the case of any
Series A Notes tendered.
7. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any tendering Holder
whose Series A Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated herein for further
instruction.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Prospectus and herein. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
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(DO NOT WRITE IN SPACE BELOW)
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Certificate Surrendered Series A Notes Tendered Series A Notes Accepted
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Delivery Prepared By_________________ Checked By________________ Date__________________
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IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Series A Notes are
accepted for payment is required to provide the Exchange Agent (as payer) with
such Holder's correct TIN on Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. For example, if such Holder is an
individual, the TIN is his social security number. If the Exchange Agent is not
provided with the correct TIN, a $50 penalty may be imposed by the Internal
Revenue Service, and payments made with respect to Series A Notes purchased
pursuant to the Exchange Offer may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain foreign
persons) are not subject to these backup withholding and reporting requirements.
Exempt Holders should indicate their exempt status on Substitute Form W-9. A
foreign person may qualify as an exempt recipient by submitting to the Exchange
Agent a properly completed Internal Revenue Service Form W-8, signed under
penalties of perjury, attesting to that Holder's exempt status. A Form W-8 can
be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold 31% of
any payments made to the Holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to the Exchange
Offer, the Holder is required to provide the Exchange Agent with either: (i) the
Holder's correct TIN by completing the form included herein, certifying that the
TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting
a TIN) and that (A) the Holder has not been notified by the Internal Revenue
Service that the Holder is subject to backup withholding as a result of failure
to report all interest or dividends or (B) the Internal Revenue Service has
notified the Holder that the Holder is no longer subject to backup withholding;
or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social security
number or employer identification number) of the registered Holder of the Series
A Notes. If the Series A Notes are held in more than one name or are held not in
the name of the actual owner, consult the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
guidance on which number to report.
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The Exchange Agent for the Exchange Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
By Express: By Mail: By Hand:
(insured or registered recommended)
IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company
One State Street P.O. Box 84 One State Street
New York, NY 10004 Bowling Green Station New York, NY 10004
Attn: Securities Processing Window, New York, NY 10274-0084 Attn: Securities Processing Window,
Subcellar One (SC-1) Attn: Reorganization Operations Department Subcellar One (SC-1)
FACSIMILE
(212) 858-2611
TELEPHONE
(212) 858-2103
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