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EXHIBIT 99.01
FORM OF
LETTER OF TRANSMITTAL
FOR
SERIES B 12 1/2% SENIOR SUBORDINATE NOTES DUE 2004
STUART ENTERTAINMENT, INC.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME
ON , 1997 (THE "EXPIRATION DATE") UNLESS EXTENDED
BY STUART ENTERTAINMENT, INC.
EXCHANGE AGENT:
MARINE MIDLAND BANK
By Mail (registered or certified mail recommended):
Marine Midland Bank
140 Broadway -- A Level
Corporate Trust Operations
New York, NY 10005-1180
by Hand or Overnight Courier:
Marine Midland Bank
140 Broadway -- A Level
Corporate Trust Operations
New York, NY 10005-1180
By Facsimile:
(212) 658-2292
Confirm by Telephone:
(212) 658-5931
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated ,
1997 (the "Prospectus") of Stuart Entertainment, Inc. (the "Company") which,
together with this Letter of Transmittal (the "Letter of Transmittal"),
describes the Company's offer (the "Exchange Offer") to exchange (i) $1,000 in
principal amount of Series B 12 1/2% Senior Subordinated Notes due 2004 (the
"New Notes") for each $1,000 in principal amount of outstanding 12 1/2% Senior
Subordinated Notes due 2004 (the "Old Notes"). The terms of the New Notes are
identical in all material respects (including principal amount, interest rate
and maturity) to the terms of the Old Notes for which they may be exchanged
pursuant to the Exchange Offer, except that (i) the New Notes will have been
registered under the Securities Act of 1933, as amended and, therefore, will not
bear legends restricting the transfer thereof, and (b) holders of New Notes will
not be entitled to the prospective increase in interest rate contained in the
Old Notes.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES
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OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the Certificate Numbers and Principal
Amounts should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD NOTES TENDERED HEREWITH
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AGGREGATE
PRINCIPAL
AMOUNT PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY AMOUNT
(PLEASE FILL IN) NUMBER(S)(1) NOTES(1) TENDERED(2)
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(1) Need not be completed by book-entry holders.
(2) Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by Old Notes. See Instruction 2.
This Letter of Transmittal is to be used either if certificates for Old
Notes are to be forwarded herewith or if delivery of Old Notes is to be made by
book-entry transfer to an account maintained by the Exchange Agent at The
Depository Trust Company ("DTC"), pursuant to the procedures set forth in "The
Exchange Offer--Procedures for Tendering" in the Prospectus. Delivery of
documents to a book-entry transfer facility does not constitute delivery to the
Exchange Agent.
Unless the context requires otherwise, the term "Holder" for purposes of
this Letter of Transmittal means any person in whose name Old Notes are
registered or any other person who has obtained a properly completed bond power
from the registered holder or any person whose Old Notes are held of record by
DTC who desires to deliver such Old Notes by book-entry transfer at DTC.
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Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other documents required hereby to the Exchange Agent on
or prior to the Expiration Date may tender their Old Notes according to the
guaranteed delivery procedure set forth in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering."
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITORY
TRUST COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
The Depository Trust Company ___________________________________________________
Account Number______________________Transaction Code Number_____________________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)____________________________________________________
Name of Eligible Institution that Guaranteed Delivery___________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER:
Account Number ________________________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above-described principal amount
of Old Notes. Subject to, and effective upon, the acceptance for exchange of the
Old Notes tendered herewith, the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to such Old Notes. 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 said Exchange Agent acts as the agent
of the undersigned in connection with the Exchange Offer) to cause the Old Notes
to be assigned, transferred and exchanged. The undersigned represents and
warrants that it has full power and authority to tender, exchange, assign and
transfer the Old Notes and to acquire New Notes issuable upon the exchange of
such tendered Old Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title to the tendered Old Notes, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claim. The undersigned also warrants that it will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or the
Company to the necessary or desirable to complete the exchange, assignment and
transfer of tendered Old Notes or transfer ownership of such Old Notes on the
account books maintained by The Depository Trust Company.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange."
The undersigned recognizes that as a result of these conditions (which may be
waived, in whole or in part, by the Company), as more particularly set forth in
the Prospectus, the Company may not be required to exchange any of the Old Notes
tendered hereby and, in such event, the Old Notes not exchanged will be returned
to the undersigned at the address shown below the signature of the undersigned.
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By tendering, each holder of Old Notes represents to the Company that (a)
the New Notes acquired in the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such New Notes, whether or not such
person is such holder, (b) neither the holder of the Old Notes nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such New Notes, (c) if the holder is not a broker-dealer
or is a broker-dealer but will not receive New Notes for its own account in
exchange for Old Notes, neither the holder nor any such other person is engaged
in or intends to participate in a distribution of the New Notes and (d) neither
the holder nor any such other person is an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act of 1933, as amended (the "Act"). If
the tendering holder is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes, it represents that the Old Notes to be
exchanged for the New Notes were acquired by it as a result of market-making
activities or other trading activities, and acknowledges that it will deliver a
prospectus meeting the requirements of the Act in connection with any resale of
such New Notes; however, by so acknowledging and by delivering a prospectus, the
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act.
All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Tendered Old Notes may be withdrawn
at any time prior to the Expiration Date.
Certificates for all New Notes delivered in exchange for tendered Old Notes
and any Old Notes delivered herewith but not exchanged, in each case registered
in the name of the undersigned, shall be delivered to the undersigned at the
address shown below the signature of the undersigned.
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TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute For W-9)
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Signature(s) of Holder(s)
Dated:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Old Notes or by any person(s) authorized to become registered
holder(s) by endorsements and documents transmitted herewith or, if the Old
Notes are held of record by DTC, the person in whose name such Old Notes are
registered on the books of DTC. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth the
full title of such person.) See Instruction 3.
Name(s)
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(Please Print)
Capacity (full title):
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Address:
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(Including Zip Code)
Area Code and Telephone No.
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Tax Identification No.
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GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3)
Authorized Signature:
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Name:
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Title:
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Address:
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Name of Firm:
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Area Code and Telephone No.
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Dated: ______________ , 1996
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates. Certificates
for all physically delivered Old Notes or confirmation of any book-catty
transfer to the Exchange Agent's account at The Depository Trust Company of Old
Notes tendered by book-entry transfer, as well as a properly completed and a
duly executed copy of this Letter of Transmittal or facsimile thereof, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at any of its addresses set forth herein on or prior to the
Expiration Date (as defined in the Prospectus).
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ANY
OTHER REQUIRED DOCUMENTS 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. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED
THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent on or
prior to the Expiration Date or comply with book-entry transfer procedures on a
timely basis may tender their Old Notes pursuant to the guaranteed delivery
procedure set forth in the Prospectus under "The Exchange Offer -- Procedures
for Tendering." Pursuant to such procedure: (a) such tender must be made by or
through an Eligible Institution (as defined in the Prospectus); (b) on or prior
to the Expiration Date the Exchange Agent must have received from such Eligible
Institution a letter, telex, telegram or facsimile transmission setting forth
the name and address of the tendering holder, the names in which such Old Notes
are registered, and, if possible, the certificate numbers of the Old Notes to be
tendered; and (c) all tendered Old Notes (or a confirmation of any book-entry
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company) as well as this Letter of Transmittal and all other documents
required by this Letter of transmittal must be received by the Exchange Agent
within five New York Stock Exchange trading days after the date of execution of
such letter, telex, telegram or facsimile transmission, all as provided in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering."
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Old Notes for exchange.
2. Partial Tenders; Withdrawals. If less than the entire principal amount
of Old Notes evidenced by a submitted certificate is tendered, the tendering
holder must fill in his principal amount tendered in the box entitled "Principal
Amount Tendered." A newly issued certificate for the principal amount of Old
Notes submitted but not tendered will be sent to such holder as soon as
practicable after the Expiration Date. All Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
Tenders of Old Notes pursuant to the Exchange Offer are irrevocable, except
that Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any
time prior to the Expiration Date. To be effective, a written, telegraphic,
telex or facsimile transmission notice of withdrawal must be timely received by
the Exchange Agent. Any such notice of withdrawal must specify the person named
in the Letter of Transmittal as having tendered Old Notes to be withdrawn, the
certificate numbers of the Old Notes to be withdrawn, the principal amount of
Old Notes delivered for exchange, a statement that such a holder is withdrawing
its election to have such Old Notes exchanged, and the name of the registered
holder of such Old Notes, and must be signed by the holder in the same manner as
the original signature on the Letter of Transmittal (including any required
signature guarantees) or be accompanied by evidence satisfactory to the Company
that the person withdrawing the tender has succeeded to the beneficial ownership
of the Old Notes being withdrawn. The Exchange Agent will return the properly
withdrawn Old Notes promptly following receipt of notice of withdrawal. If Old
Notes have been tendered pursuant to the procedure for book-entry transfer, any
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notice of withdrawal must specify the name and number of the account at The
Depository Trust Company to be credited with the withdrawn Old Notes or
otherwise comply with The Depository Trust Company's procedures.
3. Signature on this Letter of Transmittal; Written Instruments and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed
by the registered holder(s) of the Old Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Old Notes.
When this Letter of Transmittal is signed by the registered holder or
holders of Old Notes listed and tendered hereby, no endorsements of certificates
or separate written instruments of transfer or exchange are required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Old Notes (which term, for the purposes
described herein, shall include any participant in the Depository Trust Company
whose name appears on a security listing as the owner of Old Notes) listed, such
tendered Old Notes must be endorsed or accompanied by separate written
instruments of transfer or exchange in form satisfactory to the Company and duly
executed by the registered holder, in either case signed exactly as the name or
names of the registered holder or holders appear(s) on the Old Notes.
Endorsements on certificates or signatures on separate written instruments of
transfer or exchange required by this Instruction 3 must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal, any certificate or separate written
instruments of transfer or exchange 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, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible institution, provided the Old Notes are tendered: (a) by a registered
holder of such Old Notes; or (b) for the account of an Eligible Institution.
4. Transfer Taxes. The Company shall pay all transfer taxes, if any,
applicable to the transfer and exchange of Old Notes to it or its order pursuant
to the Exchange Offer. If, however, New Notes 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 Old Notes tendered hereby, or if a transfer tax is imposed for any
reason other than the transfer of Old Notes to the Company or its order pursuant
to the Exchange Offer, 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 exception
therefrom is not submitted herewith the amount of such transfer taxes will be
billed directly to such tendering holder.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Old Debentures listed in this Letter of
Transmittal.
5. Waiver of Conditions. The Company reserves the absolute right to waive,
in whole or in party, any of the conditions to the Exchange Offer set forth in
the Prospectus.
6. Mutilated, Lost, Stolen or Destroyed Notes. Any holder whose Old Notes
have been mutilated, lost, stolen or destroyed should contact the Exchange Agent
at the address indicated below for further instructions.
7. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the
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Exchange Agent at the address and telephone number set forth above. In addition,
all questions relating to the Exchange Offer, as well as requests for assistance
or additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Company at 3211 Nebraska Avenue, Council Bluffs, Iowa 51501,
Attention: Michael A. Schalk; facsimile: (712) 323-3215.
8. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or Old
Notes will be resolved by the Company, whose determination will be final and
binding. The Company reserves the absolute right to reject any or all Letters of
Transmittal or tenders that are not in proper form or the acceptance of which
would, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to the
particular Old Notes covered by any Letter of Transmittal or tendered pursuant
to such letter. None of the Company, the Exchange Agent or any other person will
be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification. The
Company's interpretation of the terms and conditions of the Exchange Offer shall
be final and binding.
9. Substitute Form W-9. Federal income tax laws require each tendering
holder to provide the Company with a correct taxpayer identification number
("TIN") on the Substitute Form W-9 which is provided under "Important Tax
Information" below, and to indicate whether or not the holder is not subject to
backup withholding. Failure to provide the information on the Form may subject
the tendering holder to 31% federal income tax withholding on the payments made
to the holder. The box in part 2 of the Form may be checked if the tendering
holder has not been issued a TIN and has applied for a TIN or intends to apply
for TIN in the near future. If the box in part 2 is checked and the holder is
not provided with a TIN within 60 days, the Company will withhold 31% on all
such payments thereafter until a TIN is provided to the Company.
10. Definitions. Capitalized terms used in this Letter of Transmittal and
not otherwise defined have the meanings given in the Prospectus.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
CERTIFICATES FOR OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER,
REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered Old Notes are
accepted for exchange is required to provide the Company with such holder's
correct taxpayer identification number ("TIN") on Substitute Form W-9. If a
holder is an individual, the TIN is the holder's social security number. If the
Company is not provided with the correct TIN, the holder may be subject to a
penalty imposed by the Internal Revenue Service. In addition, payments that are
made to such holder with respect to New Debentures acquired pursuant to the
Exchange Offer may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements. A
corporation must, however, complete the Substitute Form W-9, including providing
its TIN and indicating that it is exempt from backup withholding, in order to
establish its exemption from backup withholding. In order for a foreign
individual to qualify as an exempt recipient, that holder must submit a
statement, signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the Company. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
all payments made to the holder. Backup withholding is not an additional tax.
Rather, the tax liability of person subject to backup withholding will be
reduced by the amount of tax withhold. If withholding result in an overpayment
of taxes, a refund may be obtained.
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To prevent backup withholding on payments that are made to a holder with
respect to New Debentures, the holder is required to notify the Company of his
or its correct TIN by completing the Form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder is awaiting a
TIN) and whether or not (a) the holder has not been notified by the Internal
Revenue Service that the holder is subject to backup withholding as a result of
a 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.
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PAYER'S NAME: STUART ENTERTAINMENT, INC.
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PART 1 -- Please provide your TIN in the box at right Social Security Number or
SUBSTITUTE and certify by signing and dating below. Employer Identification Number
FORM W-9 ______________________________
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PART 2 -- CERTIFICATION. UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE NUMBER SHOWN ON
THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION (OR I AM WRITING FOR A NUMBER TO BE ISSUED TO
ME) AND THAT 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 ("IRS") THAT I AM
SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST AND DIVIDENDS, OR
(c) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. YOU MUST CROSS
OUT THIS PART 2 IF YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDER-REPORTING
OF INTEREST OR DIVIDENDS ON YOUR TAX RETURN.
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Signature________________________________________________________________ Awaiting TIN
Date_____________________________________________________________________ ____________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE CONSULT
THE INSTRUCTIONS TO FORM W-9, WHICH MAY BE OBTAINED UPON REQUEST FROM THE
EXCHANGE AGENT.
CERTIFICATE OF TAXPAYER AWAITING TIN
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 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, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
______________________________________________ ______________________________________________
Signature Date