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EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
$370,000,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY
12 1/2 % SENIOR DISCOUNT NOTES DUE 2011
EMMIS COMMUNICATIONS CORPORATION
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON _________,
2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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Delivery to: The Bank of Nova Scotia Trust Company of New York, Exchange Agent
By Registered or Certified Mail, By Facsimile in New York:
By Overnight Courier or Hand: (for Eligible Institutions only)
One Liberty Plaza (212) 225-5436
23rd Floor
New York, NY 10006 Confirm by Telephone:
Attention: Pat Keane (212) 225-5427
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX BELOW.
The undersigned acknowledges that he or she has received and reviewed
the Prospectus, dated __________, 2001 (the "Prospectus"), of Emmis
Communications Corporation, an Indiana company (the "Company"), and this Letter
of Transmittal (the "Letter"), which together constitute the Company's offer
(the "Exchange Offer") to exchange $370,000,000 in aggregate principal amount at
maturity of its 121/2 % Senior Discount Notes due 2011 (the "Exchange Notes"),
for a like aggregate principal amount at maturity of its outstanding 121/2 %
Senior Discount Notes due 2011 (the "Old Notes") that were issued and sold in
reliance upon an exemption from registration under the Securities Act of 1933,
as amended (the "Securities Act").
For each Old Note accepted for exchange, the holder of such Old Note
will receive an Exchange Note having an aggregate principal amount at maturity
equal to that of the surrendered Old Note.
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This Letter is to be completed by a holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates for Old
Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer-Procedures for Tendering Old Notes-Book-Entry Delivery Procedure"
section of the Prospectus and an Agent's Message (as defined herein) is not
delivered. Delivery of this Letter and any other required documents should be
made to the Exchange Agent. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
Holders of Old Notes whose certificates are not immediately available,
or who are unable to deliver their certificates (or cannot obtain a confirmation
of the book-entry tender of their Old Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility (a "Book-Entry Confirmation") on a timely
basis) and all other documents required by this Letter to the Exchange Agent on
or prior to the Expiration Date, must tender their Old Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer-Procedures for
Tendering Old Notes-Guaranteed Delivery Procedure" section of the Prospectus.
See Instruction 1.
The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to exchange their Old Notes must
complete this Letter in its entirety.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER MUST BE FOLLOWED. QUESTIONS
AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Notes should be listed on a separate signed schedule affixed to this Letter.
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DESCRIPTION OF OLD NOTES
(SEE INSTRUCTION 2)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL
EXACTLY AS NAME(S) APPEAR(S) ON OLD NOTES NUMBER(S)* PRINCIPAL AMOUNT AT
(PLEASE FILL IN, IF BLANK) AMOUNT MATURITY
REPRESENTED TENDERED (IF
BY CERTIFICATE LESS THAN
ALL)**
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TOTAL
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* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate
principal amount at maturity represented by such Old Notes. See Instruction 2. Old Notes tendered hereby must be
in integral multiples of $1,000. See Instruction 1.
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number: Transaction Code Number:
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By crediting Old Notes to the Exchange Agent's Account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the holder of Old
Notes acknowledges and agrees to be bound by the terms of this Letter, the
participant in ATOP confirms on behalf of itself and the beneficial owners of
such Old Notes all provisions of this Letter applicable to it and such
beneficial owners as if it had completed the information required herein and
executed and transmitted this Letter to the Exchange Agent.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number: Transaction Code Number:
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER.
[ ] CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
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Address:
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company for exchange the aggregate principal
amount of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Old Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the agent and attorney-in-fact of the undersigned (with full
knowledge that the Exchange Agent also acts as the agent of the Company in
connection with the Exchange Offer) with respect to the tendered Old Notes with
full power of substitution to (i) deliver such Old Notes, or transfer ownership
of such Old Notes on the account books maintained by the Book-Entry Transfer
Facility, to the Company and deliver all accompanying evidences of transfer and
authenticity, and (ii) present such Old Notes for transfer on the books of the
Company and receive all benefits and otherwise exercise all rights of beneficial
ownership of such Old Notes, all in accordance with the terms of the Exchange
Offer. The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Old Notes, and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Old Notes pursuant
to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than (i) any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act or (ii) any broker-dealer that purchases Old Notes from the Company to
resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other
available exemption), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes and are not participating in, and do not intend to participate
in, the distribution of the Exchange Notes. The undersigned acknowledges that
the Company does not intend to request the SEC to consider, and the SEC has not
considered the Exchange Offer in the context of a no-action letter, and there
can be no assurance that the staff of the SEC would make a similar determination
with respect to the Exchange Offer as in other circumstances. The undersigned
acknowledges that any holder that is an affiliate of the Company, or is
participating in or intends to participate in or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, (i) cannot rely on the applicable
interpretations of the staff of the SEC
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and (ii) must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with any resale transaction.
The undersigned hereby further represents that (i) any Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the holder; (ii) such holder or other person has no arrangement
or understanding with any person to participate in, a distribution of such
Exchange Notes within the meaning of the Securities Act and is not participating
in, and does not intend to participate in, the distribution of such Exchange
Notes within the meaning of the Securities Act and (iii) such holder or such
other person is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company or, if such holder or such other person is an affiliate,
such holder or such other person will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaging in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Old Notes, it represents that the Old
Notes to be exchanged for the Exchange Notes were acquired by it as a result of
market-making or other trading activities and acknowledges that it will deliver
a prospectus in connection with any resale, offer to resell or other transfer of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned also warrants that acceptance of any tendered Old Notes
by the Company and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Company of certain of its obligations
under the Registration Rights Agreement (filed as an exhibit to the registration
statement in connection with the Exchange Offer).
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in this Letter.
The undersigned understands that tenders of the Old Notes pursuant to
any one of the procedures described under "The Exchange Offer--Procedures for
Tendering Old Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company in
accordance with the terms and subject to the conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth
in the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer"
the Company may not be required to accept for exchange any of the Old Notes
tendered. Old Notes not accepted for exchange or withdrawn will be returned to
the undersigned at the address set forth below unless otherwise indicated under
"Special Delivery Instructions" below.
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Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Exchange Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the Exchange Notes
issued in exchange for the Old Notes accepted for exchange (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the names of the person(s) so indicated. The undersigned recognizes that the
Company has no obligation pursuant to the "Special Issuance Instructions" and
"Special Delivery Instructions" to transfer any Old Notes from the name of the
registered holder(s) thereof if the Company does not accept for exchange any of
the Old Notes so tendered for exchange.
THE BOOK-ENTRY TRANSFER FACILITY, AS THE HOLDER OF RECORD OF CERTAIN
OLD NOTES, HAS GRANTED AUTHORITY TO THE BOOK-ENTRY TRANSFER FACILITY
PARTICIPANTS WHOSE NAMES APPEAR ON A SECURITY POSITION LISTING WITH RESPECT TO
SUCH OLD NOTES AS OF THE DATE OF TENDER OF SUCH OLD NOTES TO EXECUTE AND DELIVER
THIS LETTER AS IF THEY WERE THE HOLDERS OF RECORD. ACCORDINGLY, FOR PURPOSES OF
THIS LETTER, THE TERM "HOLDER" SHALL BE DEEMED TO INCLUDE SUCH BOOK-ENTRY
TRANSFER FACILITY PARTICIPANTS.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" ABOVE AND SIGNING THIS LETTER AND DELIVERING SUCH NOTES AND THIS LETTER
TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET
FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old
Notes not tendered or not accepted for exchange, or
Exchange Notes issued in exchange for Old Notes accepted
for exchange, are to be issued in the name of and sent
to someone other than the undersigned, or if Old Notes
delivered by book-entry transfer which are not accepted
for exchange are to be returned by credit to an account
maintained at the Book-Entry Transfer Facility other
than the account indicated above.
Issue (certificates) to:
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Old Notes delivered by
book-entry transfer to the Book-Entry Transfer
Facility account set forth below.
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(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old
Notes not tendered or not accepted for exchange, or
Exchange Notes issued in exchange for Old Notes accepted
for exchange, are to be sent to someone other than the
undersigned or to the undersigned at an address other
than shown in the box entitled "Description of Old
Notes" above.
Mail to:
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9)
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IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (IN EACH CASE,
TOGETHER WITH THE CERTIFICATE(S) FOR OLD NOTES OR A CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY)
(PLEASE ALSO COMPLETE AND RETURN THE ACCOMPANYING SUBSTITUTE FORM W-9)
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SIGNATURE(S) OF OWNER(S) DATE
Area Code and Telephone Number:
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IF A HOLDER IS TENDERING ANY OLD NOTES, THIS LETTER MUST BE SIGNED BY THE
REGISTERED HOLDER(S) EXACTLY AS THE NAME(S) APPEAR(S) ON THE CERTIFICATE(S) FOR
THE OLD NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF OLD NOTES BY
PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND
POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE TRANSMITTED WITH
THIS LETTER. IF OLD NOTES TO WHICH THIS LETTER RELATES ARE HELD OF RECORD BY TWO
OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER. IF SIGNATURE
IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, OFFICER OR OTHER PERSON
ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, THEN SUCH PERSON MUST (I) SET
FORTH HIS OR HER FULL TITLE BELOW AND (II) UNLESS WAIVED BY THE COMPANY, SUBMIT
EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY TO SO ACT. SEE
INSTRUCTION 3.
NAME(S):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
CAPACITY:
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ADDRESS:
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(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
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(AUTHORIZED SIGNATURE)
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(TITLE)
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(NAME OF FIRM)
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(ADDRESS, INCLUDE ZIP CODE)
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(AREA CODE AND TELEPHONE NUMBER)
Dated:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND OLD NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by noteholders either if certificates
are to be forwarded herewith or if tenders are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Old Notes--Book-Entry Delivery Procedure"
section of the Prospectus and an Agent's Message is not delivered. Certificates
for all physically tendered Old Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter (or manually
signed facsimile hereof) and any other documents required by this Letter, must
be received by the Exchange Agent at the address set forth herein on or prior to
5:00 p.m., New York City time, on the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Old Notes
tendered hereby must be in denominations of principal amount that are integral
multiples of $1,000. The term "Agent's Message" means a message, transmitted by
The Depository Trust Company and received by the Exchange Agent and forming a
part of the Book-Entry Confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from a participant tendering Old
Notes which are subject to the Book-Entry Confirmation and that such participant
has received and agrees to be bound by this Letter and that the Company may
enforce this Letter against such participant.
Noteholders who wish to tender their Old Notes and (a) whose
certificates for Old Notes are not immediately available, or (b) who cannot
deliver their certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date, or (c) who cannot complete the
procedure for book-entry transfer on a timely basis, must tender their Old Notes
pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering Old Notes--Guaranteed Delivery Procedure"
section of the Prospectus. Pursuant to such procedures,
(i) such tender must be made through an Eligible Institution
(as defined in Instruction 3 below),
(ii) on or prior to the Expiration Date, the Exchange Agent
must receive from such Eligible Institution a properly completed and
duly executed Letter (or a facsimile thereof or an Agent's Message in
lieu hereof) and Notice of Guaranteed Delivery, substantially in the
form provided by the Company (by telegram, telex, facsimile
transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes and the amount of Old Notes
tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading
days after the date of execution of the Notice of Guaranteed Delivery,
the certificates for all physically tendered Old Notes, or a Book-Entry
Confirmation, and any other documents required by the Letter will be
deposited by the Eligible Institution with the Exchange Agent, and
(iii) the certificates for all physically tendered Old Notes,
in proper form for transfer, or Book-Entry Confirmation, as the case
may be, and all other documents
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required by this Letter, are received by the Exchange Agent within
three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
The method of delivery of this Letter, the Old Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing
be made sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
Tenders of Old Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Old Notes is tendered,
the tendering holder(s) should fill in the principal amount of Old Notes to be
tendered in the box above entitled "Description of Old Notes." The entire
principal amount of the Old Notes delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated. If the entire principal amount
of Old Notes is not tendered, then Old Notes for the principal amount of Old
Notes not tendered and Exchange Notes issued in exchange for any Old Notes
accepted will be sent to the holder at his or her registered address, unless
otherwise provided in the appropriate box on this Letter, promptly after the Old
Notes are accepted for exchange.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates representing such Old Notes without alteration,
enlargement or any change whatsoever.
If this Letter is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the holder of the Old Notes.
If any tendered Old Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder or holders of the
Old Notes specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required. If, however, the Exchange Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the registered holder, then endorsements of any certificates transmitted hereby
or separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder
or holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by
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appropriate bond powers, in either case signed exactly as the name or names of
the registered holder or holders appear(s) on the certificate(s) and signatures
on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter 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 Company,
evidence satisfactory to the Company of its authority to so act must be
submitted with the Letter.
Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a firm which is a member of
a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or a commercial bank, a clearing
agency, insured credit union, a savings association or trust company having an
office or correspondent in the United States or an "eligible guarantor"
institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act
of 1934, as amended (each an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution if the Old Notes are tendered: (i) by a registered holder of Old
Notes (which term, for purposes of the Exchange Offer, includes any participant
in the Book-Entry Transfer Facility system whose name appears on a security
position listing as the holder of such Old Notes) who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery Instructions" on
this Letter, or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate, in the applicable box
or boxes, the name and address (or account at the Book-Entry Transfer Facility)
to which Exchange Notes issued pursuant to the Exchange Offer, or substitute Old
Notes not tendered or accepted for exchange, are to be issued or sent, if
different from the name or address of the person signing this Letter. In the
case of issuance in a different name, the employer identification or social
security number of the person named must also be indicated. Holders tendering
Old Notes by book-entry transfer may request that Old Notes not exchanged be
credited to such account maintained at the Book-Entry Transfer Facility as such
noteholder may designate hereon. If no such instructions are given, such Old
Notes not exchanged will be returned to the name or address of the person
signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Under the federal income tax laws, payments that may be made by the
Company on account of Exchange Notes issued pursuant to the Exchange Offer may
be subject to backup withholding at the rate of 31%. In order to avoid such
backup withholding, each tendering holder should complete and sign the
Substitute Form W-9 included in this Letter and either (a) provide the correct
taxpayer identification number ("TIN") and certify, under penalties of perjury,
that the TIN provided is correct and that (i) the holder has not been notified
by the Internal Revenue Service (the "IRS") that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified the holder that the holder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If the tendering
holder has not been issued a TIN and has applied for one, or intends to apply
for one in the near future, such holder should write "Applied For" in the
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space provided for the TIN in Part I of the Substitute Form W-9, sign and date
the Substitute Form W-9, and sign the Certificate of Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Company (or
the Paying Agent under the Indenture governing the Exchange Notes) shall retain
31% of payments made to the tendering holder during the sixty (60) day period
following the date of the Substitute Form W-9. If the holder furnishes the
Exchange Agent or the Company with his or her TIN within sixty (60) days after
the date of the Substitute Form W-9, the Company (or the Paying Agent) shall
remit such amounts retained during the sixty (60) day period to the holder and
no further amounts shall be retained or withheld from payments made to the
holder thereafter. If, however, the holder has not provided the Exchange Agent
or the Company with his or her TIN within such sixty (60) day period, the
Company (or the Paying Agent) shall remit such previously retained amounts to
the IRS as backup withholding. In general, if a holder is an individual, the
taxpayer identification number is the Social Security number of such individual.
If the Exchange Agent or the Issuer is not provided with the correct taxpayer
identification number, the holder may be subject to a $50 penalty imposed by the
IRS. Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such holder must submit a statement (generally, IRS Form W-8), signed
under penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Exchange Agent. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Old Notes are registered
in more than one name), consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines").
Failure to complete the Substitute Form W-9 will not, by itself, cause
Old Notes to be deemed invalidly tendered, but may require the Company (or the
Paying Agent) to withhold 31% of the amount of any payments made on account of
the Exchange Notes. Backup withholding is not an additional federal income tax.
Rather, the 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.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes or substitute Old Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Old Notes tendered hereby, or if tendered Old
Notes are registered in the name of any person other than the person signing
this Letter, or if a transfer tax is imposed for any reason other than the
transfer of Old Notes to the Company or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter, the amount of such transfer taxes will be billed
directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter.
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7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to amend, waive or modify, in
whole or in part, any or all conditions to the Exchange Offer.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.
Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Notes nor shall any of them incur any liability for failure to
give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the Old Notes have been replaced.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter and the Notice of
Guaranteed Delivery, may be directed to the Exchange Agent, at the address and
telephone number indicated above.
11. INCORPORATION OF LETTER OF TRANSMITTAL.
This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any participant on behalf of itself and the beneficial owners of
any Old Notes so tendered.
12. WITHDRAWALS.
Tenders of Old Notes may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW
PAYER'S NAME: EMMIS COMMUNICATIONS CORPORATION
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TAXPAYER
IDENTIFICATION NUMBER IN THE BOX AT RIGHT -------------------------------------
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number(s)
DEPARTMENT OF THE TREASURY See the enclosed "Guidelines for
INTERNAL REVENUE SERVICE Certification of Taxpayer Identification OR
Number on Substitute Form W-9" for
PAYER'S REQUEST FOR TAXPAYER instructions. -------------------------------------
IDENTIFICATION NUMBER (TIN) Employer Identification Number(s)
PART II -- For Payees Exempt from Backup Withholding (see enclosed Guidelines)*
PLEASE FILL IN YOUR
NAME AND ADDRESS BELOW
CERTIFICATION-- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
-------------------------------
NAME: (1) The number shown on this form is my correct taxpayer identification number (or I
am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not been notified
------------------------------- by the Internal Revenue Service ("IRS") that I am subject to backup withholding
ADDRESS (NUMBER AND STREET) as a result of a failure to report all interest or dividends or the IRS has
notified me that I am no longer subject to backup withholding.
-------------------------------
CITY, STATE AND ZIP CODE
-------------------------------------------------------------------------------------------
Signature: Date:
------------------------------ ------------------------------------------
CERTIFICATION GUIDELINES--You must cross out item (2) of the above certification
if you have been notified by the IRS that you are subject to backup withholding
because of under reporting of interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
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 to the payer, 31 percent of
all payments made to me on account of the Exchange Notes shall be retained until
I provide a taxpayer identification number to the payer and that, if I do not
provide my taxpayer identification number within sixty (60) days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31 percent of all reportable payments made to me thereafter will be withheld
and remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
Signature: Date:
---------------------------- ----------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU UNDER THE EXCHANGE NOTES. PLEASE REVIEW
THE
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ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY NUMBER OF--
- ------------------------------------------------------ -----------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, the first individual on the account (l)
3. Husband and wife (joint account) The actual owner of the account or, if joint
funds, either person (1)
4. Custodian account of a minor (Uniform Gift The minor (2)
to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only
contributor, the minor (1)
6. Account in the name of guardian, or The ward, minor or incompetent person (3)
committee for a designated ward, minor or
incompetent person
7. a. The usual revocable savings trust The grantor-trustee (l)
account (grantor is also trustee)
b. So-called trust account that is The actual owner(l)
not a legal or valid trust under
State law
8. Sole proprietorship account The owner (4)
9. A valid trust, estate, or pension trust The legal entity (5)
10. Corporate account The corporation
11. Religious, charitable, or educational The organization
organization account
12. Partnership account held in the name of the The partnership
business
13. Association, club or other tax-exempt The organization
organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture The public entity
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) Circle the ward's, minor's or incompetent person's name and furnish
such person's social security number.
(4) Show the name of the owner. You may also enter your business or "doing
business as" name. You may use either your Social Security number or
employer identification number (if you have one).
(5) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN 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.
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know
your number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number at the local office of
the Social Security Administration or the Internal Revenue Service and apply for
a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
include the following:
o A corporation.
o A financial institution.
o An organization exempt from tax under Section 501(a) of the
Internal Revenue Code, as amended (the "Code"), or an
individual retirement plan or a custodial account under
Section 403(b)(7) of the Code.
o The United States, or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United
States, or any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
o An international organization or any agency, or
instrumentality thereof.
o A registered dealer in securities or commodities registered in
the U.S., or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under Section 584(a) of
the Code.
o An entity registered at all times under the Investment Company
Act of 1940.
o A foreign central bank of issue.
Payments of interest not generally subject to backup withholding
include the following:
o Payments of interest on obligations issued by individuals.
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Note: You may be subject to backup withholding if this interest is $600
or more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest
dividends under Section 852 of the Code).
o Payments described in section 6049(b)(5) of the Code to
non-resident aliens.
o Payments on tax-free covenant bonds under Section 1451.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Exempt payees described above should file 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 OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO
BACKUP WITHHOLDING, FILE A COMPLETED INTERNAL REVENUE SERVICE FORM W-8
(CERTIFICATE OF FOREIGN STATUS) WITH THE PAYER.
Certain payments other than interest not subject to information
reporting are also not subject to backup withholding. For details, see Sections
6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and the
regulations promulgated thereunder.
PRIVACY ACT NOTICE. -- Section 6109 of the Code requires you to give
your correct TIN to payers who must file information returns with the IRS to
report interest, dividends, and certain other income paid to you. The IRS uses
the numbers for identification purposes and to help verify the accuracy of your
tax return. The IRS may also provide this information to the Department of
Justice for civil and criminal litigation and to cities, states, and the
District of Columbia to carry out their tax laws. You must provide your TIN
whether or not you are required to file a tax return. Payers must generally
withhold 31% of taxable interest, dividend 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) PENALTY FOR 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 which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully
falsifying certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
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FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
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