EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
UNREGISTERED 8% SENIOR NOTES DUE 2008
OF
LIN TELEVISION CORPORATION
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED OCTOBER 26, 2001
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON NOVEMBER 26, 2001 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED BY THE COMPANY.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
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By Overnight Courier and Hand Delivery
after 4:30 p.m. on Expiration Date: By Hand Delivery to 4:30 p.m.:
The Bank of New York The Bank of New York
c/o United States Trust Company of New York c/o United States Trust Company of New York
30 Broad Street, 14th Floor 30 Broad Street, B-Level
New York, New York 10004-2304 New York, New York 10004-2304
By Accredited Investors Holding Physical
Securities, By Registered or Certified Mail:
via Registered or Certified Mail:
The Bank of New York The Bank of New York
c/o United States Trust Company of New York c/o United States Trust Company of New York
P.O. Box 84 P.O. Box 112
Bowling Green Station Bowling Green Station
New York, New York 10274-0084 New York, New York 10274-0084
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Telephone Number: (800) 548-6565
Facsimile: (212) 422-0183 or (646) 458-8111
(Originals of all documents sent by facsimile should be sent promptly by
registered
or certified mail, hand delivery, or overnight delivery service.)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA
FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
IF YOU WISH TO EXCHANGE UNREGISTERED 8% SENIOR NOTES DUE 2008 FOR AN EQUAL
AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 8% SENIOR NOTES DUE 2008 PURSUANT TO
THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) SUCH UNREGISTERED
NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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<Table>
DESCRIPTION OF TENDERED NOTES
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NAME(S) AND ADDRESS(ES) OF REGISTERED OWNER(S)
AS THEY APPEAR ON THE UNREGISTERED 8% SENIOR CERTIFICATE NUMBER(S) OF PRINCIPAL AMOUNT
NOTES DUE 2008 (PLEASE FILL IN, IF BLANK) NOTES TENDERED OF NOTES TENDERED
-------------------------------------------------------------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
TOTAL PRINCIPAL AMOUNT
OF NOTES TENDERED
-------------------------------------------------------------------------------------------------------
</Table>
1
Ladies and Gentlemen:
1. The undersigned hereby tenders to LIN Television Corporation, a Delaware
corporation (the "Company"), the 8% Senior Notes due 2008 (the "Old Notes")
described above pursuant to the Company's offer of $1,000 principal amount of 8%
Senior Notes due 2008 (the "New Notes"), in exchange for each $1,000 principal
amount of the Old Notes, upon the terms and subject to the conditions contained
in the Prospectus dated October 26, 2001 (the "Prospectus"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Exchange Offer").
2. The undersigned hereby represents and warrants that it has full
authority to tender the Old Notes described above. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Company to
be necessary or appropriate to complete the tender of the Old Notes.
3. The undersigned understands that the tender of the Old Notes pursuant to
all of the procedures set forth in the Prospectus will constitute an agreement
between the undersigned and the Company as to the terms and conditions set forth
in the Prospectus.
4. Unless the box under the heading "Special Registration Instructions" is
checked, the undersigned hereby represents and warrants that:
(i) the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned, whether or
not the undersigned is the holder of the Old Notes;
(ii) neither the holder nor any such other person is engaging in or
intends to engage in a distribution of such New Notes;
(iii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such New Notes within the meaning of the Securities Act of
1933, as amended (the "Securities Act");
(iv) neither the undersigned nor any such other person is an
"affiliate," as such term is defined under Rule 405 promulgated under the
Securities Act, of the Company or any of the guarantors of the Notes, or if
it is an affiliate, the undersigned or such other person will comply with
the registration and prospectus delivery requirements of the Securities Act
to the extent applicable; and
(v) if the undersigned or such other person is a broker-dealer, the
undersigned or such other person will receive New Notes for its own account
in exchange for Old Notes that were acquired as the result of market making
activities or other trading activities.
5. The undersigned may, if, and only if, unable to make all of the
representations and warranties contained in Item 4 above, elect to have its Old
Notes registered in the shelf registration described in the Exchange and
Registration Rights Agreement, dated June 14, 2001, among the Company, certain
guarantors of the obligations under the Old Notes (the "Guarantors") and the
initial purchasers of the Old Notes (the "Registration Rights Agreement;" all
capitalized terms used in this Item 5, unless otherwise defined herein, shall
have the meanings given them in the Registration Rights Agreement), a conformed
copy of which has been filed as an exhibit to the Registration Statement of
which the Prospectus constitutes a part. Such election may be made by checking
the box under "Special Registration Instructions." By making such election, the
undersigned agrees, as a holder of Transfer Restricted Securities participating
in a shelf registration, to indemnify and hold harmless the Company, the
Guarantors, their respective affiliates, each person who controls the Company,
the Guarantors or their respective affiliates within the meaning of the
Securities Act or the Exchange Act, and their respective officers, directors,
employees, representatives and agents (collectively, the "Indemnitees") from and
against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the New
Notes) to which the Indemnitees may become subject, whether commanded or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or actions arise out of, or are based upon,
any untrue statement or alleged untrue statement of a material fact contained in
a registration statement or a prospectus forming part thereof or in any
amendment or supplement thereto, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact required to be
2
stated therein or necessary to make the statements therein not misleading, in
light of the circumstances under which they were made, but in each case only to
the extent that the untrue statement or omission or alleged untrue statement or
omission was made in reliance upon and in conformity with written information
pertaining to the undersigned and furnished to the Company by or on behalf of
the undersigned specifically for inclusion therein. Any such indemnification
shall be governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses set
forth therein. The above summary of the indemnification provisions of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by reference to the Registration Rights Agreement.
6. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and delivering a prospectus, the undersigned will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. If the undersigned is a broker-dealer and Old Notes held for its
own account were not acquired as a result of market-making or other trading
activities, such Old Notes cannot be exchanged pursuant to the Exchange Offer.
7. Any obligation of the undersigned shall be binding upon the successors,
assigns, executors, administrators, trustees in bankruptcy and legal and
personal representatives of the undersigned.
8. Unless otherwise indicated herein under "Special Delivery Instructions,"
the certificates for the New Notes will be issued in the name of the
undersigned.
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 1)
To be completed ONLY IF the New Notes are to be issued or sent to someone
other than the undersigned or to the undersigned at an address other than that
provided above.
Mail [ ] Issue [ ] (check appropriate boxes) certificates
to:
Name: --------------------------------------------------------------------------
(Please Print)
Address:-----------------------------------------------------------------------
-----------------------------------------------------------------------
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(Including Zip Code)
SPECIAL REGISTRATION INSTRUCTIONS
(SEE ITEM 5)
TO BE COMPLETED ONLY IF (i) the undersigned satisfies the conditions set
forth in Item 5 above, (ii) the undersigned elects to register its Old Notes in
the shelf registration described in the Registration Right Agreement, and (iii)
the undersigned agrees to indemnify certain entities and individuals as set
forth in the Registration Rights Agreement and summarized in Item 5 above.
[ ] By checking this box the undersigned hereby (i) represents that it is
unable to make all of the representations and warranties set forth in Item 4
above, (ii) elects to have its Old Notes registered pursuant to the shelf
registration described in the Registration Rights Agreement, and (iii) agrees to
indemnify certain entities and individuals identified in, and to the extent
provided in, the Registration Rights Agreement and summarized in Item 5 above.
SPECIAL BROKER-DEALER INSTRUCTIONS
(SEE ITEM 6)
[ ] Check here if you are a broker-dealer and wish to receive 10 additional
copies of the Prospectus and 10 copies of any amendments or supplements thereto.
Name: --------------------------------------------------------------------------
(Please Print)
Address:-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(Including Zip Code)
4
INSTRUCTIONS
1. Guarantee of Signatures. Signatures on this Letter of Transmittal must
be guaranteed by an eligible guarantor institution that is a member of or
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program, the Stock Exchange Medallion
Program, or by an "eligible guarantor institution" within the meaning of Rule
17Ad-15 promulgated under the Exchange Act (an "Eligible Institution") unless
the box entitled "Special Registration Instructions" or "Special Delivery
Instructions" above has not been completed or the Old Notes described above are
tendered for the account of an Eligible Institution.
2. Delivery of Letter of Transmittal and Old Notes. The Old Notes,
together with a properly completed and duly executed Letter of Transmittal (or
copy thereof), should be mailed or delivered to the Exchange Agent at the
address set forth above.
THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO
LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, OR
NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
3. Signature on Letter of Transmittal, Bond Powers and Endorsements. If
this Letter of Transmittal is signed by a person other than a registered holder
of any Old Notes, such Old Notes must be endorsed or accompanied by appropriate
bond powers, signed by such registered holder exactly as such registered
holder's name appears on such Old Notes.
If this Letter of Transmittal or any Old Notes 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 Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.
4. Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding on all parties. The Company reserves the absolute
right to reject any or all Old Notes not properly tendered or any Old Notes the
Company's acceptance of which would, in the opinion of counsel for the Company,
be unlawful. The Company also reserves the right to waive any defects,
irregularities, or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as the Company shall determine.
Neither the Company, the Exchange Agent, nor any other person shall be under any
duty to give notification of defects in such tenders or shall incur any
liability for failure to give such notification. Tenders of Old Notes will not
be deemed to have been made until such defects or irregularities have been cured
or waived. Any Old Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering holder thereof as
soon as practicable following the Expiration Date.
5