Exhibit 99.1
LETTER OF TRANSMITTAL
of
YOUNG BROADCASTING INC.
Offer to Exchange its 8 1/2% Senior Notes due 2008,
which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"),
for any and all of its outstanding 8 1/2% Senior Notes due 2008
that were issued and sold in a transaction
exempt from registration under the Securities Act
Pursuant to the Prospectus dated , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
First Union National Bank
By Registered or Certified Mail: By Hand or Overnight Delivery:
First Union National Bank First Union National Bank
First Union Customer Information Center First Union Customer Information Center
Corporate Trust Operations - NC1153 Corporate Trust Operations - NC1153
1525 West W.T. Harris Boulevard - 3C3 1525 West W.T. Harris Boulevard - 3C3
Charlotte, NC 28288 Charlotte, NC 28288
Attention: Marsha Rice Attention: Marsha Rice
Facsimile Transmissions: To Confirm by Telephone
(704) 590-7628 or for Information Call:
Marsha Rice
(704) 590-7413
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed either if (a) any
certificate(s) ("Certificate(s)") representing Notes (as defined below) are to
be forwarded herewith to the Exchange Agent or (b) tenders of Notes to the
Exchange Agent are to be made pursuant to the procedures for tender by
book-entry transfer set forth under "Exchange Offer--Book-Entry Delivery
Procedure" in the Prospectus and an Agent's Message (as defined below) is not
delivered as part of a book-entry confirmation. Certificate(s) representing
such Notes or such book-entry confirmation, as well as this Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantee(s), and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at the
address set forth above prior to 5:00 p.m., New York City time, on the
Expiration Date. Tenders by book-entry transfer may also be made by delivering
a book-entry confirmation to the
Exchange Agent containing an Agent's Message in lieu of this Letter of
Transmittal. The term "book-entry confirmation" means a confirmation of a
book-entry transfer of Notes into the Exchange Agent's account at The
Depository Trust Company ("DTC") by a DTC participant. The term "Agent's
Message" means a message, transmitted by DTC to and received by the Exchange
Agent and forming a part of a book-entry confirmation, which states that DTC
has received an express acknowledgement from the tendering DTC participant,
which acknowledgement states that such participant has received and agrees to
be bound by this Letter of Transmittal and that Young Broadcasting Inc., a
Delaware corporation (the "Issuer"), may enforce this Letter of Transmittal
against such participant.
Holder(s) (as defined below) of Notes whose Certificate(s) for such Notes
are not immediately available or who cannot deliver their Certificate(s) and
all other required documents to the Exchange Agent prior to 5:00 p.m., New York
City time, on the Expiration Date or who cannot complete the procedures for
book-entry transfer on or prior to the Expiration Date, must tender their Notes
according to the guaranteed delivery procedures set forth in "Exchange
Offer--Guaranteed Delivery Procedure" in the Prospectus. As used herein,
"Registered Holder(s)" of Notes are the persons or entities whose name(s)
appear on the Certificate(s) representing such Notes or any participant in DTC
whose name appears on a security position listing as the registered owner of
such Notes. "Holder(s)" of Notes are Registered Holder(s) and any persons or
entities who have obtained properly completed bond power(s) for such Notes from
the Registered Holder(s) of those Notes.
DELIVERY OF DOCUMENTS TO A DTC PARTICIPANT FOR BOOK-ENTRY TRANSFER DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS
CAREFULLY BEFORE COMPLETING THE INFORMATION REQUESTED ON THIS PAGE
ALL HOLDERS TENDERING NOTES MUST COMPLETE THIS BOX:
DESCRIPTION OF NOTES TENDERED
(Attach Additional List if Necessary)
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Principal Amount of
If blank, please print name(s) and Notes Represented Principal Amount of
address(es) of RegisteredHolder(s), exactly Certificate Number(s) by Notes Tendered
as name(s) appear on Note Certificate(s) of Notes* Certificate(s) (if less than all)**
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Total:
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*Need not be completed by Holder(s) tendering by book-entry transfer.
**Notes may be tendered in whole or in part and must be in integral multiples of principal amount of
such Notes of $1,000. All Notes listed shall be deemed tendered unless a lesser number is specified in
this column. See Instruction 4.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE
FOLLOWING (SEE INSTRUCTION 1):
Name of Tendering Institution ______________________________________________
DTC Account Number _________________ Transaction Code Number_________________
[_]CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (SEE INSTRUCTION 1):
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution ______________________________________________
DTC Account Number ___________ Transaction Code Number _____________________
[_]CHECK HERE IF NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND THE
PORTION OF SUCH NOTES NOT BEING TENDERED OR ACCEPTED FOR EXCHANGE ARE TO BE
RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN ADDITIONAL
COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:__________________________________________________________________________
Address:_______________________________________________________________________
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
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Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer the principal amount of the
Issuer's 8 1/2% Senior Notes due 2008 (the "Notes") as described in the box on
page 3 of this Letter of Transmittal in exchange for an equivalent amount of
the Issuer's 8 1/2% Senior Notes due 2008 (the "Exchange Notes"), which have
been registered under the Securities Act, upon the terms and subject to the
conditions set forth in the Prospectus dated , 2002 (as the same may be
amended or supplemented from time to time, the "Prospectus"), receipt of which
is hereby acknowledged, and upon the terms and subject to the conditions set
forth in this Letter of Transmittal (which, together with the Prospectus,
constitutes the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Issuer all right, title and interest in and to such Notes as are being tendered
herewith. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as its agent and attorney-in-fact (with full knowledge that the
Exchange Agent is also acting as agent for the Issuer in connection with the
Exchange Offer) with respect to the tendered Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) subject only to the right of withdrawal described in
the Prospectus and Instruction 4 hereto, to (i) deliver Certificate(s)
representing the undersigned's Notes to the Issuer together with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Issuer, upon receipt by the Exchange Agent, as the undersigned's agent, of
the Exchange Notes to be issued in exchange for such Notes, (ii) transfer the
Notes on the books of the Issuer, and (iii) receive for the account of the
Issuer all benefits and otherwise exercise all rights of beneficial ownership
of such Notes, all in accordance with the terms and conditions of the Exchange
Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the
Notes tendered hereby and that, when the same are accepted for exchange, the
Issuer will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances, and that the Notes
tendered hereby are not subject to any adverse claims or proxies. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Issuer or the Exchange Agent to be necessary or desirable to
complete the exchange, assignment and transfer of the Notes tendered hereby,
and the undersigned will comply with its obligations under that certain
Registration Rights Agreement, dated as of December 7, 2001, by and among the
Issuer, the subsiding Guarantors named therein and the initial purchaser of the
Notes (the "Registration Rights Agreement"). The undersigned has read and
agrees to all of the terms of the Exchange Offer.
The name(s) and address(es) of the Registered Holder(s) of the Notes
tendered hereby should be inserted as they appear on the Certificate(s)
representing such Notes, if such name(s) and address(es) are not pre-printed,
in the box entitled "Description of Notes Tendered" on page 3 of this Letter of
Transmittal. The Certificate number(s) of the Notes, all or a portion of which
the undersigned wishes to tender, and the principal amount of the Notes in
multiples of $1,000 which are being tendered hereby should be indicated in the
appropriate portions of such box.
If any tendered Notes are not exchanged pursuant to the Exchange Offer for
any reason, or if Certificate(s) are submitted for more Notes than are tendered
or accepted for exchange, Certificate(s) for such nonexchanged or nontendered
Notes will be returned (or, in the case of Notes tendered by book-entry
transfer, such Notes will be credited to an account maintained at DTC), without
expense to the tendering Holder(s), promptly following the expiration or
termination of the Exchange Offer.
The undersigned understands that the tender of Notes pursuant to any one of
the procedures described in "Exchange Offer--Procedures for Tendering Initial
Notes" in the Prospectus and in the instructions attached hereto will, upon the
Issuer's acceptance for exchange of such tendered Notes, constitute a binding
agreement
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between the undersigned and the Issuer upon the terms and subject to the
conditions of the Exchange Offer. The undersigned recognizes that under certain
circumstances, as set forth in the Prospectus, the Issuer may not be required
to accept for exchange any of the Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Notes, that such Exchange Notes be credited to the account
maintained at DTC as indicated above. If applicable, substitute Certificate(s)
representing Notes not tendered or not accepted for exchange will be issued to
the undersigned or, in the case of a book-entry transfer of Notes, will be
credited to the account maintained at DTC as indicated above. Similarly, unless
otherwise indicated under "Special Delivery Instructions," please deliver
Exchange Notes to the undersigned at the address shown below the undersigned's
signature.
By tendering Notes and executing this Letter of Transmittal or, in the case
of a book-entry transfer, by effecting delivery of an Agent's Message in lieu
of this Letter of Transmittal, the undersigned hereby represents and agrees
that (i) the undersigned's principal residence is in the State of (fill in
State) _________________, (ii) the undersigned is not an "affiliate," as
defined in Rule 405 of the Securities Act, of the Issuer or any subsidiary of
the Issuer, (iii) any Exchange Notes to be received by the undersigned are
being acquired in the ordinary course of its business, (iv) the undersigned has
no arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act) of Exchange Notes to be
received in the Exchange Offer, (v) if the undersigned is not a broker-dealer,
the undersigned is not engaged in, and does not intend to engage in, a
distribution (within the meaning of the Securities Act) of such Exchange Notes
and (vi) the undersigned acknowledges and agrees that any person, including the
undersigned, participating in the Exchange Offer for the purpose 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 Securities and Exchange
Commission set forth in no-action letters that are discussed in the section of
the Prospectus entitled "Exchange Offer--Registration Rights Agreement." The
Issuer may require the undersigned, as a condition to the undersigned's
eligibility to participate in the Exchange Offer, to furnish to the Issuer (or
an agent thereof), in writing, information as to the number of "beneficial
owners," within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on behalf of whom the undersigned holds
the Notes to be exchanged in the Exchange Offer. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Notes, it represents that the Notes to be exchanged for Exchange Notes were
acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a Prospectus in connection
with any resale of such Exchange Notes, although, by so acknowledging and by
delivering a Prospectus, such undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
The Issuer has agreed that, subject to the provisions of the Registration
Rights Agreement, the Prospectus, as it may be amended or supplemented from
time to time, may be used by a Participating Broker-Dealer (as defined below)
in connection with resales of Exchange Notes received in exchange for Notes,
where such Notes were acquired by such Participating Broker-Dealer for its own
account as a result of market-making activities or other trading activities,
for a period ending 180 days after the effective date of the registration
statement relating to the Exchange Notes (the "Effective Date") (subject to
extension under certain limited circumstances described in the Prospectus) or,
if earlier, when all such Exchange Notes have been disposed of by such
Participating Broker-Dealer. In that regard, each broker-dealer who acquired
Notes for its own account as a result of market-making or other trading
activities (a "Participating Broker-Dealer"), by tendering such Notes and
executing this Letter of Transmittal or effecting delivery of an Agent's
Message in lieu thereof, agrees that, upon receipt of notice from the Issuer of
the occurrence of any event or the discovery of any fact which makes any
statement contained in the Prospectus untrue in any material respect or which
causes the Prospectus to omit to state a material fact necessary in order to
make the statements contained therein, in the light of the circumstances under
which they were made, not misleading, or of the occurrence of certain other
events specified in the Registration Rights Agreement, such Participating
Broker-Dealer will suspend the sale of Exchange Notes pursuant to the Prospectus
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until the Issuer has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to the Participating Broker-Dealer or until the Issuer
has given notice that the sale of the Exchange Notes may be resumed, as the
case may be. If the Issuer gives such notice to suspend the sale of the
Exchange Notes, it shall extend the 180-day period referred to above during
which a Participating Broker-Dealer is entitled to use the Prospectus in
connection with the resale of Exchange Notes, so long as any Participating
Broker-Dealers still hold Exchange Notes, by the number of days during the
period from and including the date of the giving of such notice to and
including the date when the Participating Broker-Dealer shall have received
copies of the supplemented or amended Prospectus necessary to permit resales of
the Exchange Notes or to and including the date on which the Issuer has given
notice that the resale of Exchange Notes may be resumed, as the case may be.
As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of Exchange Notes received in exchange
for Notes pursuant to the Exchange Offer must notify the Issuer, or cause the
Issuer to be notified, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer and that it intends to use the Prospectus to resell
Exchange Notes. Such notice may be given in the space provided at the bottom of
page 3 of this Letter of Transmittal or may be delivered to the Exchange Agent
at the address set forth on the first page of this Letter of Transmittal.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuer to be necessary or desirable to complete the
sale, assignment and transfer of the Notes tendered hereby. All authority
herein conferred or agreed to be conferred in this Letter of Transmittal shall
survive the death or incapacity of the undersigned and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns of the undersigned. Except as stated in
the Prospectus and Instruction 4 of this Letter of Transmittal, this tender is
irrevocable.
The undersigned, by completing the box entitled "Description of Notes
Tendered" above and signing this Letter of Transmittal, will be deemed to have
tendered the Notes as set forth in such box in the column entitled "Principal
Amount of Notes Represented by Certificate(s)" or "Principal Amount of Notes
Tendered (if less than all)," as the case may be.
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TENDERING HOLDER(S) SIGNATURE(S)
(See Instructions 2 and 5)
In Addition, Complete Substitute Form W-9
X ___________________________________________________________________________
X ___________________________________________________________________________
(Signature(s) of Holder(s) or Authorized Signatory)
Date: _______________________________________________________________________
(Must be signed by the Registered Holder(s) exactly as their name(s) appear
on Certificate(s) for the Notes hereby tendered or on a security position
listing or by person(s) authorized to become Registered Holder(s) by
certificates and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or any other person acting in a fiduciary or representative capacity, please
provide the following information and see Instruction 2.)
Name(s): ____________________________________________________________________
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(Please Print)
Capacity (full title): ______________________________________________________
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Address: ____________________________________________________________________
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(Include Zip Code)
Area Code and Telephone No.: ________________________________________________
Tax Identification or Social Security Number: _______________________________
GUARANTEE OF SIGNATURE(S) (If Required by Instructions 2 or 5)
Authorized Signature: _______________________________________________________
Name: _______________________________________________________________________
(Please Type or Print)
Title: ______________________________________________________________________
Name of Firm: _______________________________________________________________
(Must be an Eligible Institution as Defined in Instruction 1)
Address: ____________________________________________________________________
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(Include Zip Code)
Area Code and Telephone No.: ________________________________________________
Date: _______________________________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE(S) REQUIRED--SEE (SIGNATURE GUARANTEE(S) REQUIRED--SEE
INSTRUCTIONS 2 and 6) INSTRUCTIONS 2 and 6)
TO BE COMPLETED ONLY if Exchange Notes TO BE COMPLETED ONLY if Exchange Notes
or Notes not tendered or not accepted for ex- or Notes not tendered or not accepted for
change are to be issued in the name of someone exchange are to be delivered to someone other
other than the Registered Holder(s) of the Notes than the Registered Holder(s) of the Notes whose
whose name(s) appear in the box on page 3. name(s) appear in the box on page 3, or such
Registered Holder(s) at an address other than
[_] Notes not tendered or not accepted for shown in such box.
exchange are to be issued to:
[_] Notes not tendered or not accepted for
[_] Exchange Notes are to be issued to: exchange are to be delivered to:
Name [_] Exchange Notes are to be delivered to:
- ---------------------------------------
(Please Print) Name
---------------------------------------
Address (Please Print)
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Address
- --------------------------------------- ---------------------------------------
(Include Zip Code)
---------------------------------------
- --------------------------------------- (Include Zip Code)
(Tax Identification or Social Security Number)
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed either if (a)
Certificate(s) are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in
"Exchange Offer--Book-Entry Delivery Procedure" in the Prospectus and an
Agent's Message is not delivered. Certificate(s), or timely confirmation of a
book-entry transfer of such Notes into the Exchange Agent's account at DTC, as
well as this Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth on the first page of this Letter of
Transmittal prior to 5:00 p.m., New York City time, on the Expiration Date.
Tenders by book-entry transfer may also be made by delivering a book-entry
confirmation to the Exchange Agent and an Agent's Message in lieu of this
Letter of Transmittal. Notes must be tendered in whole or in part in integral
multiples of $1,000 principal amount of such Notes.
Holder(s) who wish to tender their Notes and (i) whose Notes are not
immediately available, (ii) who cannot deliver their Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent prior to
5:00 p.m., New York City time, on the Expiration Date or (iii) who cannot
complete the procedures for delivery by book-entry transfer on or prior to the
Expiration Date, may tender their Notes by properly completing and executing a
Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures
set forth in "Exchange Offer--Guaranteed Delivery Procedure" in the Prospectus.
Pursuant to such procedures: (i) such tender must be made by or through an
Eligible Institution (as defined below); (ii) a properly completed and executed
Notice of Guaranteed Delivery, substantially in the form made available by the
Issuer, must be received by the Exchange Agent prior to 5:00 p.m., New York
City time, on the Expiration Date; and (iii) the Certificate(s) (or a
book-entry confirmation) representing all tendered Notes, in proper form for
transfer, together with a Letter of Transmittal (or facsimile thereof),
properly completed and duly executed (or in the case of a book-entry transfer,
together with an Agents's Message or a Letter of Transmittal (or facsimile
thereof)), with any required signature guarantee(s) and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange trading days after the Expiration Date,
all as provided in "Exchange Offer--Guaranteed Delivery Procedure" in the
Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent at its address or fax number set
forth on the first page of this Letter of Transmittal, and must include
guarantee(s) by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery. For Notes to be properly tendered pursuant to the
guaranteed delivery procedure, the Exchange Agent must receive a Notice of
Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration
Date. As used herein and in the Prospectus, "Eligible Institution" means a firm
or other entity identified in Rule 17Ad-15 under the Exchange Act as an
"eligible guarantor institution," including (as such terms are defined
therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association that is a participant in a Securities
Transfer Association.
The method of delivery of Certificate(s), this Letter of Transmittal and
all other required documents is at the option and sole risk of the tendering
Holder(s), and the delivery will be deemed made only when actually received by
the Exchange Agent. If delivery is by mail, then registered mail with return
receipt requested, properly insured, or overnight delivery service is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery.
The Issuer will not accept any alternative, conditional or contingent
tenders. The tendering Holder(s), by execution of a Letter of Transmittal (or
facsimile thereof), waive any right to receive any notice of the acceptance of
such tender.
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2. Guarantee of Signature(s). No signature guarantee(s) on this Letter of
Transmittal are required if:
i. this Letter of Transmittal is signed by the Registered Holder(s) of
Notes tendered herewith, unless such Registered Holder(s) have completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" above, or
ii. such Notes are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
"Description of Notes Tendered" is inadequate, the Certificate number(s) and/or
the principal amount of Notes tendered and any other required information
should be listed on a separate signed schedule and attached to this Letter of
Transmittal.
4. Partial Tenders; Withdrawal Rights. Tenders of Notes will be accepted
only in integral multiples of $1,000 principal amount of such Notes. If less
than all the Notes evidenced by any Certificate(s) submitted are to be
tendered, fill in the principal amount of Notes which are to be tendered in the
box on page 3 entitled "Principal Amount of Notes Tendered." In such case, new
Certificate(s) for the remainder of the Notes that were evidenced by your old
Certificate(s) will be sent to the Holder(s) of the Notes promptly after the
Expiration Date. All Notes represented by Certificate(s) delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date. In
order for a withdrawal to be effective prior to that time, a written notice of
withdrawal or facsimile transmission of such notice of withdrawal must be
timely received by the Exchange Agent at its address or fax number set forth
above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such
notice of withdrawal must specify the name of the person who tendered the Notes
to be withdrawn, the aggregate principal amount of Notes to be withdrawn, and
(if Certificate(s) for Notes have been tendered) the name of the Registered
Holder(s) of the Notes as set forth on the Certificate(s) for the Notes, if
different from that of the person who tendered such Notes. If Certificate(s)
for the Notes have been delivered or otherwise identified to the Exchange
Agent, then prior to the physical release of such Certificate(s), the tendering
Holder must submit the serial number(s) shown on the particular Certificate(s)
for the Notes to be withdrawn and the signature(s) on the notice of withdrawal
must be signed in the same manner as the original signature(s) on the Letter of
Transmittal by which the Notes were tendered, including any required signature
guarantee(s). If Notes have been tendered pursuant to the procedures for
book-entry transfer set forth in the Prospectus under "Exchange
Offer--Book-Entry Delivery Procedure," the notice of withdrawal must specify
the name and number of the account at DTC to be credited with the withdrawal of
Notes, in which case a notice of withdrawal will be effective if delivered to
the Exchange Agent by written or facsimile transmission. Withdrawals of tenders
of Notes may not be rescinded. Notes properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any subsequent time prior to 5:00 p.m., New York City time, on the Expiration
Date by following any of the procedures described in the Prospectus under
"Exchange Offer--Procedures for Tendering Initial Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Issuer, in its
discretion, whose determination shall be final and binding on all parties. The
Issuer, any affiliates or assigns of the Issuer, the Exchange Agent or any
other person shall not be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification. Any Notes which have been tendered but which are
withdrawn will be returned to the Holder(s) thereof without cost to such
Holder(s) promptly after withdrawal.
5. Signature(s) on Letter of Transmittal; Assignments; Endorsements. If
this Letter of Transmittal is signed by the Registered Holder(s) of the 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.
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If any 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
Notes are registered in different names on several Certificates, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
(or facsimiles thereof) as there are different registrations of Certificates.
If this Letter of Transmittal or any Certificate(s) or bond power(s) are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or others acting in a fiduciary or representative
capacity, such person should so indicate when signing and, unless waived by the
Issuer, must submit with this Letter of Transmittal proper evidence
satisfactory to the Issuer, in its sole discretion, of each such person's
authority to so act.
When this Letter of Transmittal is signed by the Registered Holder(s) of
the Notes listed and transmitted hereby and the Exchange Notes are being issued
in the name(s) of and delivered to such Registered Holder(s), the signature(s)
of such Registered Holder(s) need not be guaranteed by an Eligible Institution
and no endorsement(s) of Certificate(s) or separate bond power(s) are required.
When the Registered Holder(s) of the Notes listed sign this Letter of
Transmittal but the Exchange Notes are to be issued in the name of or delivered
to a person other than such Registered Holder(s), signature(s) on this Letter
of Transmittal and such Certificate(s) or bond power(s) must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by person(s) other than the
Registered Holder(s) of the Notes listed, the Certificate(s) for such Notes
must be endorsed or accompanied by appropriate bond power(s), signed by the
Registered Holder(s) thereof exactly as the name(s) of such Registered
Holder(s) appear on the Certificate(s), and also must be accompanied by such
opinions of counsel, certifications and other information as the Issuers may
require in accordance with the restrictions on transfer applicable to the
Notes. In this instance, signature(s) on this Letter of Transmittal and such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If Exchange Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than the signer's
address, the boxes on this Letter of Transmittal entitled "Special Issuance
Instructions" or "Special Delivery Instructions," as the case may be, should be
completed. Certificate(s) for Notes not exchanged will be returned by mail or,
if tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. Irregularities. The Issuer will determine, in its discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Notes, which
determination shall be final and binding on all parties. The Issuer reserves
the absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance of which, or exchange for which, may, in the view
of counsel to the Issuer, be unlawful. The Issuer also reserves the absolute
right, subject to applicable law, to waive any of the conditions of the
Exchange Offer set forth in the Prospectus under "Exchange Offer--Conditions to
the Exchange Offer" or any conditions or irregularities in any tender of Notes
of any particular Holder(s) whether or not similar conditions or irregularities
are waived in the case of other Holder(s). The Issuer's interpretation of the
terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) will be final and binding. No tender
of Notes will be deemed to have been validly made until all irregularities with
respect to such tender have been cured or waived. The Issuer, any affiliates or
assigns of the Issuer, including any subsidiary of the Issuer, the Exchange
Agent, or any other person shall not be under any duty to give notification of
any irregularities in tenders or incur any liability for failure to give such
notification.
8. Questions; Requests for Assistance; Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and this
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
11
9. Backup Withholding; Substitute Form W-9. Under U.S. federal income tax
law, Holder(s) (including, for purposes of this Instruction 9, beneficial
owner(s) of the Notes) whose tendered Notes are accepted for exchange are
required to provide the Exchange Agent with such Holder(s)' correct taxpayer
identification number(s) ("TIN") on Substitute Form W-9 below. If the Exchange
Agent is not provided with the correct TIN, the Internal Revenue Service (the
"IRS") may subject the Holder(s) or other payee(s) to a $50 penalty. In
addition, payments to such Holder(s) or other payee(s) with respect to Notes
exchanged pursuant to the Exchange Offer may be subject to backup withholding
at a rate equal to the fourth lowest tax rate applicable to unmarried
individuals, which is 30% for amounts paid during calendar years 2002 and 2003.
The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering Holder(s) have not been issued any TIN and have applied for their TIN
or intend to apply for their TIN in the near future. If the box in Part 2 is
checked, the Holder(s) or other payee(s) must also complete the box captioned
"Certificate of Awaiting Taxpayer Identification Number" below in order to
avoid backup withholding. Notwithstanding that the box in Part 2 is checked and
the box captioned "Certificate of Awaiting Taxpayer Identification Number" is
completed, the Holder(s) will be subject to backup withholding on all payments
made prior to the time their properly certified TIN is provided to the Exchange
Agent. The Exchange Agent will retain such amounts withheld during the 60-day
period following the date of the Substitute Form W-9. If the Holder(s) furnish
the Exchange Agent with their TIN within 60 days after the date of the
Substitute Form W-9, the amounts retained during the 60-day period will be
remitted to the Holder(s) and no further amounts shall be retained or withheld
from payments made to the Holder(s) thereafter. If, however, the Holder(s) have
not provided the Exchange Agent with their TIN within such 60-day period,
amounts withheld will be remitted to the IRS as backup withholding. In
addition, backup withholding will apply to all payments made thereafter until
their correct TIN is provided.
Certain Holder(s) (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to the backup
withholding and reporting requirements. Such Holder(s) should nevertheless
complete the attached Substitute Form W-9 and write "Exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed and
appropriate IRS Form W-8, signed under penalties of perjury, attesting to the
Holder(s)' exempt status. Please consult the "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" at the end of this
Letter of Transmittal for additional guidance on which Holder(s) are exempt
from backup withholding.
Backup withholding is not an additional U.S. federal income tax. Rather,
the U.S. federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If backup withholding results in
an overpayment of taxes, a refund may be obtained, provided that the required
information is furnished to the IRS.
10. Waiver of Conditions. The Issuer reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
11. No Conditional Tenders. No alternative, conditional or contingent
tenders will be accepted. All tendering Holder(s) of Notes, by execution of
this Letter of Transmittal, shall waive any right to receive notice of the
acceptance of Notes for exchange.
Neither the Issuer, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Notes
nor shall any of them incur any liability for failure to give any such notice.
12. Lost, Destroyed or Stolen Certificates. If any Certificate(s)
representing Notes have been lost, destroyed or stolen, the Holder(s) should
promptly notify the Exchange Agent. The Holder(s) will then be instructed as to
the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificate(s) have been
followed.
12
13. Security Transfer Taxes. Holder(s) who tender their Notes for exchange
will not be obligated to pay any transfer taxes in connection therewith. If,
however, Exchange Notes are to be delivered to, or are to be issued in the
name(s) of, any person(s) other than the Registered Holder(s) of the Notes
tendered, or if a transfer tax is imposed for any reason other than the
exchange of Notes in connection with the Exchange Offer, then the amount of any
such transfer tax (whether imposed on the Registered Holder(s) or any other
person(s)) will be payable by the tendering Holder(s). If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with the
Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering Holder(s).
13
MUST BE COMPLETED BY TENDERING HOLDER(S)
PAYER'S NAME: First Union National Bank
SUBSTITUTE
Form W-9 Part 1--PLEASE PROVIDE YOUR TIN IN TIN:
THE BOX AT RIGHT AND CERTIFY BY -------------------
Department of the TreasuryInternal Revenue Service SIGNING AND DATING BELOW. Social Security Number or
Employer Identification
Number
------------------------------------------------------------
Payer's Request for TaxpayerIdentification Number(''TIN'') Part 2--TIN Applied for [_]
- -----------------------------------------------------------
Certification:Under penalties of perjury, I certify that:
(1)The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
(2)I am not subject to backup withholding either because: (a) I am exempt from backup withholding, (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).
Certification Instructions--You must cross out item (2) above if you have been notified by the IRS that you are subject tobackup
withholding because of underreporting of interest or dividends on your tax return. However, if after being notified bythe IRS
that you were subject to backup withholding, you received another notification from the IRS that you were no longersubject to
backup withholding, do not cross out item (2). (Also see instructions in the attached Guidelines.)
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE________________________________________________________________________________________________________ DATE _____________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING ON ANY PAYMENTS MADE TO YOU IN CONNECTION WITH 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 ARE AWAITING (OR WILL SOON
APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER
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 by the
time of the exchange, all reportable payments made to me thereafter will be
subject to backup withholding until I provide such number.
Signature ____________________________ Date __________________________________
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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: 000-00-0000.
Employer identification numbers have nine digits separated by only one hyphen:
00-0000000. All "Section" references made herein are to the Internal Revenue
Code of 1986, as amended, and "IRS" means the Internal Revenue Service.
The table below will help determine the taxpayer identification number to give
the payer.
---------------------------------------------------------------------
Give the
SOCIAL SECURITY
For this type of account: number of--
---------------------------------------------------------------------
1.Individual The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to Minors
Act)
4. a. Theusual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)
b. So-called trust account The actual owner(1)
that is not a legal or valid
trust under State law
5. Sole proprietorship The owner(3)
--------------------------------------------------------------
Give the EMPLOYER
IDENTIFICATION
For this type of account: number of--
--------------------------------------------------------------
6.Sole proprietorship The owner(3)
7. A valid trust, estate, or The legal entity(4)
pension trust
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational, or
other tax-exempt
organization account
10. Partnership The partnership
11.A broker or registered The broker or nominee
nominee
12. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as a
State or local government,
school district, or prison) that
receives agricultural program
payments
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(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 or 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.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
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 Security 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 backup 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
wholly-owned agency 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 who is
listed in the most recent publication of the American Society of Corporate
Secretaries, Inc. Nominee List.
. A futures commission merchant registered with the Commodity Futures
Trading Commission.
. A foreign central bank of issue.
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) made 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 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" ON THE FACE THEREOF
AND SIGN AND DATE THE FORM.
Privacy Act Notice
Section 6109 requires that you provide your correct taxpayer identification
number to payers, who must report the payments to the IRS. The IRS uses the
taxpayer identification 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 backup withhold on
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to a 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
certificates 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
16