EXHIBIT 99.1
LETTER OF TRANSMITTAL
RADIO ONE, INC.
OFFER TO EXCHANGE
6-3/8% SENIOR SUBORDINATED NOTES DUE 2013 THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING
UNREGISTERED 6-3/8% SENIOR SUBORDINATED NOTES DUE 2013
PURSUANT TO THE PROSPECTUS
DATED [ ], 2005
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [ ], 2005, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION OF THE EXCHANGE OFFER.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Hand or Overnight Delivery: By Registered or Certified Mail: Facsimile Transmissions:
(Eligible Institutions Only)
The Bank of New York The Bank of New York
101 Barclay Street - 7 East 101 Barclay Street - 7 East (212) 298-1915
Corporate Trust Operations Corporate Trust Operations
Reorganization Unit Reorganization Unit To Confirm by Telephone
New York, New York 10286 New York, New York 10286 or for Information Call:
Attn: David A. Mauer Attn: David A. Mauer (212) 815-3687
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A
VALID DELIVERY.
Capitalized terms used but not defined herein shall have the same meanings given
them in the Prospectus (as defined below).
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED AND SIGNED.
This Letter of Transmittal is to be completed either if
(i) certificates are to be forwarded herewith or (ii) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth under
"The Exchange Offer--Procedures for Tendering Original Notes" in the Prospectus
and an Agent's Message (as defined below) is not delivered. Certificates, or
book-entry confirmation of a book-entry transfer of such Original Notes into the
Exchange Agent's account at The Depository Trust Company ("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 herein on or prior to the expiration of the Exchange
Offer. Tenders by book-entry transfer also may be made by delivering 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 Original Notes
into the Exchange Agent's account at DTC. 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
acknowledgment from the tendering participant, which acknowledgment states that
such participant has received and agrees to be bound by this Letter of
Transmittal and that Radio One, Inc., a Delaware corporation (the "Issuer"), may
enforce this Letter of Transmittal against such participant.
Holders of Original Notes (the "Holders") whose certificates (the
"Certificates") for such Original Notes are not immediately available or who
cannot deliver their Certificates and all other required documents to the
Exchange Agent on or prior to the expiration of the Exchange Offer or who cannot
complete the procedures for book-entry transfer on a timely basis, must tender
their Original Notes according to the guaranteed delivery procedures set forth
in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
ALL TENDERING HOLDERS COMPLETE THIS BOX:
DESCRIPTION OF ORIGINAL NOTES
- --------------------------------------------------------------------------------------------
NAMES(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* AMOUNT REPRESENTED TENDERED**
- ------------------------------------- ----------- ------------------- ----------------
____________________________________________________
____________________________________________________
____________________________________________________
Total Principal Amount of Original Notes:
* Need not be completed by Holders tendering by book-entry transfer.
** Original Notes may be tendered in whole or in part in multiples of $1,000.
All Original Notes held shall be deemed tendered unless a lesser number is
specified in this column. See Instruction 4. Method of Delivery
METHOD OF DELIVERY
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED ORIGINAL NOTES ARE BEING DELIVERED
HEREWITH.
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _________________________________________________
Account Number: _____________________ Transaction Code Number: ________________
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER AND NON-EXCHANGED ORIGINAL NOTES ARE TO BE RETURNED BY CREDITING
THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT PURSUANT TO
INSTRUCTION 1 BELOW AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):___________________________________________________
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 (yes or no):________________________________
Account Number: _____________________ Transaction Code Number: ________________
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FOR PARTICIPATING BROKER-DEALERS ONLY
[ ] CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW IF YOU ARE A
PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND, DURING THE 180-DAY PERIOD
FOLLOWING THE CONSUMMATION OF THE EXCHANGE OFFER, 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE ISSUER
TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS ORIGINAL
NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING
BROKER-DEALER AGREES TO USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE
ISSUER OR THE EXCHANGE AGENT WHEN IT HAS SOLD ALL OF ITS EXCHANGE NOTES.
IF NO PARTICIPATING BROKER-DEALERS CHECK THIS BOX, OR IF ALL PARTICIPATING
BROKER-DEALERS WHO HAVE CHECKED THIS BOX SUBSEQUENTLY NOTIFY THE ISSUER OR
THE EXCHANGE AGENT THAT ALL THEIR EXCHANGE NOTES HAVE BEEN SOLD, THE
ISSUER WILL NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE EXCHANGE
OFFER REGISTRATION STATEMENT OR TO UPDATE THE PROSPECTUS AND WILL NOT
PROVIDE ANY NOTICES TO ANY HOLDERS TO SUSPEND OR RESUME USE OF THE
PROSPECTUS.
PROVIDE THE NAME OF THE INDIVIDUAL WHO SHOULD RECEIVE, ON BEHALF OF THE HOLDER,
ADDITIONAL COPIES OF THE PROSPECTUS, AND AMENDMENTS AND SUPPLEMENTS THERETO, AND
ANY NOTICES TO SUSPEND AND RESUME USE OF THE PROSPECTUS:
Name: __________________________________________________________________________
Address:________________________________________________________________________
Telephone No.:__________________________________________________________________
Facsimile No.:__________________________________________________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Radio One, Inc., a Delaware
corporation (the "Issuer"), the above described principal amount of the Issuer's
6-3/8% Senior Subordinated Notes due 2013 (the "Original Notes") in exchange for
an equivalent amount of the Issuer's 6-3/8% Senior Subordinated Notes due 2013
(the "Exchange Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), upon the terms and subject to the
conditions set forth in the Prospectus dated , 2005 (as the same may be
amended or supplemented from time to time, the "Prospectus"), receipt of which
is hereby acknowledged, and in this Letter of Transmittal (which, together with
the Prospectus, constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or
any portion of the Original 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 Original Notes
as is 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 of the Issuer in
connection with the Exchange Offer) with respect to the tendered Original 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, to (i) deliver Certificates for Original
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 Original Notes, (ii) present Certificates for such Original
Notes for transfer, and to transfer the Original 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 Original 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
Original Notes tendered hereby and that when the same is 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
Original 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 Original Notes tendered
hereby, and the undersigned will comply with its obligations under 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
Original Notes tendered hereby should be printed above, if they are not already
set forth above, as they appear on the Certificates representing such Original
Notes. The Certificate number(s) and the Original Notes that the undersigned
wishes to tender should be indicated in the appropriate boxes above.
If any tendered Original Notes are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more
Original Notes than are tendered or accepted for exchange, Certificates for such
non-exchanged or non-tendered Original Notes will be returned (or, in the case
of Original Notes tendered by book-entry transfer, such Original Notes will be
credited to an account maintained at DTC), without expense to the tendering
Holder, promptly following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Original Notes pursuant
to any one of the procedures described in "The Exchange Offer--Procedures for
Tendering Original Notes" in the Prospectus and in the instructions attached
hereto will, upon the Issuer's acceptance for exchange of such tendered Original
Notes, constitute a binding agreement 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 set forth in the
Prospectus, the Issuer may not be required to accept for exchange any of the
Original 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 Original Notes, that such Exchange Notes be credited to
the account indicated above maintained at DTC. If applicable, substitute
Certificates
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representing Original Notes not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Original
Notes, will be credited to the account indicated above maintained at DTC.
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 Original Notes and executing this Letter of Transmittal
or effecting delivery of an Agent's Message in lieu thereof, the undersigned
hereby represents and agrees that (i) any Exchange Notes that the undersigned
receives will be acquired in the ordinary course of business, (ii) the
undersigned has no arrangement or understanding with any person or entity to
participate in the distribution of the Exchange Notes, (iii) if the undersigned
is not a broker-dealer, that it is not engaged in, and does not intend to engage
in, a distribution (within the meaning of the Securities Act) of the Exchange
Notes, (iv) if the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Original Notes that were acquired as a
result of market-making activities or other trading activities, that it will
deliver a Prospectus, as required by law, in connection with any resale of those
Exchange Notes (see the Plan of Distribution), and (v) the undersigned is not an
"affiliate," as defined in Rule 405 of the Securities Act, of the Issuer or, if
the undersigned is an affiliate, it will comply with any applicable registration
and Prospectus delivery requirements of the Securities Act. 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 Exchange Act on behalf of whom the
undersigned holds the Original Notes to be exchanged in the Exchange Offer.
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 Original Notes, where such Original 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 following
the consummation of the Exchange Offer (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 Original Notes for its own account
as a result of market-making or other trading activities (a "Participating
Broker-Dealer"), by tendering such Original 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 or incorporated by
reference 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 or incorporated by reference therein, in 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 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 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 Participating
Broker-Dealers are entitled to use the Prospectus in connection with the resale
of 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 Participating
Broker-Dealers 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 sale 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
Original Notes pursuant to the Exchange Offer must notify the Issuer, or cause
the Issuer to be notified, on or prior to the expiration of the Exchange Offer,
that it is a Participating Broker-Dealer. Such notice may be given in the space
provided above or may be delivered to the Exchange Agent at the address set
forth in the Prospectus under "The Exchange Offer--Exchange Agent."
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 Original 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, this tender is irrevocable.
The undersigned, by completing the box entitled "Description of
Original Notes" above and signing this letter, will be deemed to have tendered
the Original Notes as set forth in such box.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF ORIGINAL NOTES REGARDLESS OF
WHETHER ORIGINAL NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered
holder(s) of Original Notes exactly as their name(s) appear(s) on Certificate(s)
for the Original Notes hereby tendered or on a security position listing or be
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 corporation or other
person acting in a fiduciary or representative capacity, such person must
provide the following information and see Instruction 2 below.
If the signature appearing below is not of the record holder(s) of
the Original Notes, then the record holder(s) must sign a valid bond power.
[X] ____________________________________________________________________________
[X] ____________________________________________________________________________
(SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY)
DATE: __________________________________________
NAME: __________________________________________________________________________
CAPACITY: ______________________________________________________________________
ADDRESS: _______________________________________________________________________
(INCLUDING ZIP CODE)
AREA CODE AND TELEPHONE NO.: ___________________________________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
[ ] CHECK HERE IF YOU ARE A BROKER DEALER WHO ACQUIRED THE ORIGINAL NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES
AND WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
NAME: __________________________________________________________________________
ADDRESS: _______________________________________________________________________
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SIGNATURE GUARANTEE (SEE INSTRUCTION 2 BELOW)
________________________________________________________________________________
(AUTHORIZED SIGNATURE)
________________________________________________________________________________
(PRINTED NAME)
________________________________________________________________________________
(TITLE)
________________________________________________________________________________
(NAME OF FIRM)
________________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER) (INCLUDING AREA CODE) OF
FIRM)
DATE: ____________________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SIGNATURE GUARANTEED REQUIRED -- SEE INSTRUCTION 2)
To be completed ONLY if Exchange Notes or Original Notes not tendered are
to be issued in the name of someone other than the registered holder of the
Original Notes whose name(s) appear(s) above.
Issue [ ] Original Notes to:
[ ] Exchange Notes to:
(check as applicable)
Name:
____________________________________________
(PLEASE PRINT)
Address:_________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
(INCLUDING ZIP CODE)
_________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9 HEREIN)
SPECIAL ISSUANCE INSTRUCTIONS
(SIGNATURE GUARANTEED REQUIRED -- SEE INSTRUCTION 2)
To be completed ONLY if Exchange Notes or Original Notes not tendered are
to be sent to someone other than the registered holder of the Original Notes
whose name(s) appear(s) above, or such registered holder at an address other
than that shown above.
Send [ ] Original Notes to:
[ ] Exchange Notes to:
(check as applicable)
Name:
_____________________________________________
(PLEASE PRINT)
Address:_________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
(INCLUDING ZIP CODE)
_________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9 HEREIN)
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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)
Certificates 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 "The Exchange
Offer--Procedures for Tendering Original Notes" in the Prospectus and an Agent's
Message is not delivered. Certificates, or timely confirmation of a book-entry
transfer of such Original 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 herein on or prior to the expiration of
the Exchange Offer. Tenders by book-entry transfer may also be made by
delivering an Agent's Message in lieu thereof. Original Notes may be tendered in
whole or in part in integral multiples of $1,000.
Holders who wish to tender their Original Notes and (i) whose
Original Notes are not immediately available or (ii) who cannot deliver their
Original Notes, this Letter of Transmittal and all other required documents to
the Exchange Agent on or prior to the expiration of the Exchange Offer or (iii)
who cannot complete the procedures for delivery by book-entry transfer on a
timely basis, may tender their Original Notes by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" 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 duly executed Notice of Guaranteed Delivery, substantially in the form made
available by the Issuer, must be received by the Exchange Agent on or prior to
the expiration of the Exchange Offer, and (iii) the Certificates (or a
book-entry confirmation) representing all tendered Original Notes, in proper
form for transfer, together with a 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 within three New York Stock Exchange trading days after the
date of execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery. For Original Notes to be properly tendered pursuant to the
guaranteed delivery procedure, the Exchange Agent must receive a Notice of
Guaranteed Delivery on or prior to the expiration of the Exchange offer. 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 CERTIFICATES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, 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. Each tendering Holder, by execution of a Letter of
Transmittal (or facsimile thereof), waives any right to receive any notice of
the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
- this Letter of Transmittal is signed by the registered
holder (which term, for purposes of this document, shall
include any participant in DTC whose name appears on a
security position listing as the owner of the Original
Notes (the "Holder")) of the Original Notes tendered
herewith, unless such Holder(s) has completed either the
box entitled "Special Issuance Instructions" or the box
entitled "Special Delivery Instructions" above, or
- such Original Notes are tendered for the account of a
firm that is an Eligible Institution.
- 8 -
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 Original Notes" is inadequate, the Certificate number(s) and/or
the principal amount of Original Notes and any other required information should
be listed on a separate signed schedule that is attached to this Letter of
Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Original Notes
will be accepted only in integral multiples of $1,000. If less than all the
Original Notes evidenced by any Certificates submitted is to be tendered, fill
in the principal amount of Original Notes that is to be tendered in the box
entitled "Principal Amount of Original Notes Tendered." In such case, new
Certificate(s) for the remainder of the Original Notes that was evidenced by
your old Certificate(s) will only be sent to the Holder of the Original Notes,
promptly after the expiration of the Exchange Offer. All Original Notes
represented by Certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Original Notes may
be withdrawn at any time on or prior to the expiration of the Exchange Offer. In
order for a withdrawal to be effective on or prior to that time, a written or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at one of its addresses set forth above or in the Prospectus
on or prior to the expiration of the Exchange Offer. Any such notice of
withdrawal must specify the name of the person who tendered the Original Notes
to be withdrawn, the aggregate principal amount of Original Notes to be
withdrawn, and (if Certificates for Original Notes have been tendered) the name
of the registered Holder of the Original Notes as set forth on the Certificate
for the Original Notes, if different from that of the person who tendered such
Original Notes. If Certificates for the Original Notes have been delivered or
otherwise identified to the Exchange Agent, then prior to the physical release
of such Certificates for the Original Notes, the tendering Holder must submit
the serial numbers shown on the particular Certificates for the Original Notes
to be withdrawn and the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution, except in the case of Original Notes tendered for
the account of an Eligible Institution. If Original Notes have been tendered
pursuant to the procedures for book-entry transfer set forth in the Prospectus
under "The Exchange Offer--Procedures for Tendering Original Notes," the notice
of withdrawal must specify the name and number of the account at DTC to be
credited with the withdrawal of Original Notes, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written,
telegraphic, telex or facsimile transmission. Withdrawals of tenders of Original
Notes may not be rescinded. Original Notes properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any subsequent time on or prior to the expiration of the Exchange Offer by
following any of the procedures described in the Prospectus under "The Exchange
Offer--Procedures for Tendering Original 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 sole 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 Original Notes which have been tendered but
which are withdrawn will be returned to the Holder thereof without cost to such
Holder promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
Holder(s) of the Original Notes tendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the Certificate(s)
without alteration, enlargement or any change whatsoever.
If any Original 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 Original Notes are registered in different name(s)
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 Certificates or bond powers 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
Issuer, must submit proper evidence satisfactory to the Issuer, in their sole
discretion, of each such person's authority to so act.
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When this Letter of Transmittal is signed by the registered owner(s)
of the Original Notes listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) is required unless Exchange Notes are
to be issued in the name of a person other than the registered Holder(s).
Signatures on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Original Notes listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as the Issuer or the Trustee for the Original Notes may require in accordance
with the restrictions on transfer applicable to the Original Notes. Signatures
on such Certificates or bond powers 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 that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Original 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 sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of
Original 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 "The Exchange
Offer--Conditions to the Exchange Offer" or any conditions or irregularities in
any tender of Original Notes of any particular Holder whether or not similar
conditions or irregularities are waived in the case of other holders. 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 Original Notes will be deemed to have been validly
made until all irregularities with respect to such tender have been cured or
waived. Neither the Issuer, any affiliates or assigns of the Issuer, the
Exchange Agent, nor any other person shall 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 AND 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 the Letter of Transmittal may be obtained from the Exchange Agent
or from your broker, dealer, commercial bank, trust company or other nominee.
9. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Under U.S.
federal income tax law, a Holder whose tendered Original Notes are accepted for
exchange is required to (i) provide the Exchange Agent with such Holder's (or
such Holder's assignee's) correct taxpayer identification number ("TIN") on
Substitute Form W-9 or (ii) establish another basis for exemption from backup
withholding. For this purpose, a Holder's assignee is also referred to as a
"Holder." A tendering Holder must cross out item (2) in the certification box on
Substitute Form W-9 if such Holder is subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
Holder to a $50 penalty imposed by the Internal Revenue Service and a federal
income tax backup withholding (currently 28%) on any payment made on account of
the Exchange Offer or the Exchange Notes (including interest). More serious
penalties may be imposed for providing false information, which, if willfully
done, may result in fines and/or imprisonment.
To prevent backup withholding, each Holder must provide the Exchange
Agent with such Holder's correct TIN by completing the Substitute Form W-9
accompanying this Letter of Transmittal certifying, under penalty of perjury,
that such TIN is correct, such Holder is not currently subject to backup
withholding and such payee is a United States person.
The box in Part 1 of the Substitute Form W-9 may be checked if the
tendering Holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 1 is checked, the
Holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 1 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Issuer or the Exchange
Agent will withhold a percentage (currently 28%) of all payments made prior to
the time a properly certified TIN is provided to the Issuer or the Exchange
Agent.
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The Holder is required to give the Exchange Agent the TIN of the
registered owner of the Original Notes or of the last transferee appearing on
the transfers attached to, or endorsed on, the Original Notes. If the Original
Notes are registered in more than one name or are 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.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to the backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and check the box marked
"exempt" in part 2, to avoid possible erroneous backup withholding. A foreign
person may qualify as an exempt recipient by submitting a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to that Holder's exempt status. Please consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which holders 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 withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the Internal
Revenue Service.
HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE
WHETHER THEY ARE EXEMPT FROM BACKUP WITHHOLDING.
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 holders of Original Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of Original 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 Original 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 Original Notes have been lost, destroyed or stolen, the Holder
should promptly notify the Exchange Agent. The Holder 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.
13. SECURITY TRANSFER TAXES. Holders who tender their Original 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 of, any person other than the registered Holder of the
Original Notes tendered, or if a transfer tax is imposed for any reason other
than the exchange of Original Notes in connection with the Exchange Offer, then
the amount of any such transfer tax (whether imposed on the registered Holder or
any other persons) will be payable by the tendering Holder. 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.
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SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYOR'S NAME: [THE BANK OF NEW YORK]
PAYEE INFORMATION
(Please print or type)
Individual or business name (if joint account list first and circle the name of
person or entity whose number you furnish in Part 1 below):
________________________________________________________________________________
Check appropriate box: [ ] Individual/Sole proprietor
[ ] Corporation
[ ] Partnership
[ ] Other
________________________________________________________________________________
ADDRESS (NUMBER, STREETS AND APT. OR SUITE NO.)
________________________________________________________________________________
CITY, STATE, AND ZIP CODE
PART 1: TAXPAYER IDENTIFICATION NUMBER ("TIN")
Enter your TIN below. For individuals this is your social security number. For
other entities, it is your employer identification number. Refer to the chart on
page 1 of the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "Guidelines") for further clarification. If you do not
have a TIN, see instructions on how to obtain a TIN on page 2 of the Guidelines,
check the appropriate box below indicating that you have applied for a TIN and,
in addition to the Part 3 Certification, sign the attached Certification of
Awaiting Taxpayer Identification Number.
Social Security Number: _____ - _____ - ________
Employer Identification number: ____ - _________
[ ] Applied For
PART 2: PAYEES EXEMPT FROM BACKUP WITHHOLDING
Check box (See page 2 of the Guidelines for further clarification. Even if you
are exempt from backup withholding, you should still complete and sign the
certification below):
[ ] Exempt
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PART 3: CERTIFICATION
Certification instructions: You must cross out item 2 below if you have been
notified by the Internal Revenue Service that you are currently subject to
backup withholding because of underreporting interest or dividends on your tax
return.
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) and
2. I am not subject to backup withholding because (i) I am exempt from
backup withholding, (ii) I have not been notified by the Internal
Revenue Service that I am subject to backup withholding as a result
of a failure to report all interest or dividends or (iii) the
Internal Revenue Service has notified me that I am no longer subject
to backup withholding.
3. I am a U.S. person (including a U.S. resident alien).
___________________________________
Signature
___________________________________
Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 28% OF ANY PAYMENT MADE TO YOU 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 CERTIFICATION IF YOU CHECKED
THE BOX "APPLIED FOR" IN PART 1 OF SUBSTITUTE FORM W-9
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CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been
issued to me, and either (i) I have mailed or delivered an application to
receive a TIN to the appropriate Internal Revenue Service Center or Social
Security Administration Office or (ii) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a TIN to
the payor, the payor is required to withhold and remit to the Internal Revenue
Service a percentage (currently 28%) of all reportable payments made to me until
I furnish the payor with a TIN.
___________________________________
Signature
___________________________________
Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
AT THE APPLICABLE WITHHOLDING RATE (WHICH IS CURRENTLY 28%) ON ANY
REPORTABLE PAYMENTS MADE TO YOU.
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