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EXHIBIT 99.1
PURSUANT TO THE PROSPECTUS DATED ______________, 1999,
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________________, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
EMMIS COMMUNICATIONS CORPORATION
LETTER OF TRANSMITTAL
8-1/8% SENIOR SUBORDINATED NOTES DUE 2009
To: IBJ Whitehall Bank & Trust Company, the Exchange Agent
By Registered or Certified Mail: By Overnight Courier or by Hand:
IBJ Whitehall Bank & Trust Company IBJ Whitehall Bank & Trust Company
1 State Street, 10TH Floor 1 State Street, 10TH Floor
New York, New York 10004 New York, New York 10004
Attn: Corporate Trust Administration Attn: Corporate Trust Administration
By Facsimile:
(212) 858-2952
Confirm by telephone:
(800)
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE NUMBER OTHER THAN THE ONE
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING
THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus, dated
___________________, 1999 (the "Prospectus") of Emmis Communications Corporation
(the "Issuer") and the related Letter of Transmittal (the "Letter of
Transmittal"), which together describe the Issuer's offer (the "Exchange Offer")
to exchange $1,000 principal amount at maturity of its 8-1/8% Senior
Subordinated Notes Due 2009 (the "Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a Registration Statement, for each $1,000 principal amount at maturity of its
outstanding 8-1/8% Senior Subordinated Notes Due 2009 (the "Old Notes"), of
which $300 million original principal amount at maturity is outstanding. The
term "Expiration Date" means 5:00 p.m., New York City time, on ________________
1999, unless the Issuer, in its sole discretion, extends the Exchange Offer, in
which case the term means the latest date and time to which the Exchange Offer
is extended. The term "Holder" with respect to the Exchange Offer means any
person: (i) in whose name Old Notes are registered on the books of the Issuer or
any other person who has obtained a properly completed bond power from the
registered Holder or (ii) whose Old Notes are held of record by The Depository
Trust Company ("DTC") and who desires to deliver such Old Notes by book-entry
transfer at DTC. Capitalized terms used but not defined herein have the
respective meanings set forth in the Prospectus.
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This Letter of Transmittal is to be used by Holders if: (i)
certificates representing Old Notes are to be physically delivered to the
Exchange Agent herewith by Holders; (ii) tender of Old Notes is to be made by
book-entry transfer to the Exchange Agent's account at DTC pursuant to the
procedures set forth in the Prospectus under "The Exchange Offer--Procedures for
Tendering" by any financial institution that is a participant in DTC and whose
name appears on a security position listing as the owner of Old Notes (such
participants, acting on behalf of Holders, are referred to herein as "Acting
Holders"); or (iii) tender of Old Notes is to be made according to the
guaranteed delivery procedures described in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2 below.
Delivery of documents to DTC does not constitute delivery to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this Letter of Transmittal in its entirety.
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ________________________________________
DTC Book-Entry Account No.:____________________________________________
Transaction Code No.:__________________________________________________
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING (SEE INSTRUCTION 2):
Name of Registered or Acting 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,
DTC Book-Entry Account No.:____________________________________________
Transaction Code Number:_______________________________________________
[_] 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.
PLEASE NOTE: THE ISSUER HAS AGREED THAT, FOR A PERIOD OF 180 DAYS AFTER
THE EXPIRATION DATE, OR UNTIL ALL BROKER-DEALERS WHO EXCHANGE OLD NOTES
WHICH WERE ACQUIRED AS A RESULT OF MARKET MAKING ACTIVITIES FOR
EXCHANGE NOTES HAVE SOLD ALL EXCHANGE NOTES HELD BY THEM, THE ISSUER
WILL MAKE COPIES OF THE PROSPECTUS AVAILABLE TO ANY PARTICIPATING
BROKER-DEALER FOR USE IN CONNECTION WITH RESALES OF THE EXCHANGE NOTES
(PROVIDED THAT SUCH BROKER-DEALER REQUESTS COPIES OF THE PROSPECTUS).
Name:__________________________________________________________________
Address:_______________________________________________________________
_______________________________________________________________________
Attention:_____________________________________________________________
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX BELOW
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the certificate numbers and principal amount
at maturity of Old Notes should be listed on a separate signed schedule affixed
hereto.
DESCRIPTION OF 8-1/8% SENIOR SUBORDINATED NOTES DUE 2009 (OLD NOTES)
Box 1
- ------------------------------------ ------------------------ ------------------------ =============================
Name(s) and Aggregate Principal Principal Amount at
Address(es)of Amount at Maturity Maturity Tendered (must be
Registered Holder(s) Certificate Represented by in integral multiple of
(Please fill in, if blank) Number(s)** Certificate(s) $1,000)*
- ------------------------------------ ------------------------ ------------------------ =============================
- ------------------------------------ ------------------------ ------------------------ =============================
------------------------ ------------------------ =============================
------------------------ ------------------------ =============================
------------------------ ------------------------ =============================
------------------------ ------------------------ =============================
------------------------ ------------------------ =============================
------------------------ ------------------------ =============================
------------------------ ------------------------ =============================
------------------------ ------------------------ =============================
Total
- ------------------------------------ ------------------------ ------------------------ =============================
* Need not be completed by Holders who wish to tender with respect to all Old
Notes listed. See Instruction 4.
If the space provided above is inadequate, list the certificate numbers and
Principal Amounts at Maturity on a separate signed schedule and affix the
list to this Letter of Transmittal.
** Need not be completed by Holders tendering by book-entry transfer.
Box 2
SPECIAL REGISTRATION INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Notes in a
principal amount at maturity not tendered, or Exchange
Notes issued in exchange for Old Notes accepted for
exchange, are to be issued in a name other than the
name appearing in Box 1 above.
Issue certificate(s) to:
Name _________________________________
(Please Print)
Address ______________________________
______________________________________
(Include Zip Code)
______________________________________
(Tax Identification or Social
Security Number)
Box 3
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Notes in a
principal amount at maturity not tendered, or Exchange
Notes issued in exchange for Old Notes accepted for
exchange, are to be sent to an address other than the
address appearing in Box 1 above, or if Box 2 is filled
in, to an address other than the address appearing in
Box 2.
Deliver certificate(s) to:
Name_________________________________
(Please Print)
Address______________________________
____________________________________
(Include Zip Code)
____________________________________
(Tax Identification or Social
Security Number)
Box 4
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BROKER-DEALER STATUS
[_] Check this box if the beneficial owner of the Old Notes is a
Participating Broker-Dealer and such Participating Broker-Dealer
acquired the Old Notes for its own account as a result of market-making
activities or other trading activities.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to Emmis Communications Corporation (the "Issuer")
the principal amount at maturity of Old Notes indicated above.
Subject to and effective upon the acceptance for exchange of the
principal amount at maturity of Old Notes tendered in accordance with this
Letter of Transmittal, the undersigned sells, assigns and transfers to, or
upon the order of, the Issuer all right, title and interest in and to the Old
Notes tendered hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent its agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as the agent of the Issuer) with
respect to the tendered Old Notes with the full power of substitution to (i)
present such Old Notes and all evidences of transfer and authenticity to, or
transfer ownership of, such Old Notes on the account books maintained by DTC
to, or upon, the order of, the Issuer, (ii) deliver certificates for such Old
Notes to the Issuer and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Issuer and (iii) present such Old
Notes for transfer on the books of the Issuer 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 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 that the Issuer will acquire good, valid and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims, when the same are
acquired by the Issuer. The undersigned hereby further represents that (i)
the Exchange Notes are to be acquired by the Holder or the person receiving
such Exchange Notes, whether or not such person is the Holder, in the
ordinary course of business, (ii) the Holder or any such other person is not
engaging and does not intend to engage in the distribution of the Exchange
Notes, (iii) the Holder or any such other person has no arrangement or
understanding with any person to participate in the distribution of the
Exchange Notes, and (iv) neither the Holder nor any such other person is an
"affiliate" of the Issuer within the meaning of Rule 405 under the Securities
Act. As indicated above, each Participating Broker-Dealer that receives an
Exchange Note for its own account in exchange for Old Notes must acknowledge
that it (i) acquired the Old Notes for its own account as a result of
market-making activities or other trading activities, (ii) has not entered
into any arrangement or understanding with the Issuer or any "affiliate" of
the Issuer (within the meaning of Rule 405 under the Securities Act) to
distribute the Exchange Notes to be received in the Exchange Offer and (iii)
will deliver a Prospectus in connection with any resale 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. If applicable, the undersigned shall use
its reasonable best efforts to notify the Issuer when it is no longer subject
to such Prospectus delivery requirements. Unless otherwise notified in
accordance with the instructions set forth herein in Box 4 under
"Broker-Dealer Status," the Issuer will assume that the undersigned is not a
Participating Broker-Dealer. If the undersigned is not a broker-dealer, the
undersigned represents that it is not engaged in and does not intend to
engage in, a distribution of Exchange Notes.
For purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted validly tendered Old Notes when, as and if the Issuer has given oral
or written notice thereof to the Exchange Agent.
If any Old Notes tendered herewith are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted
Old Notes will be returned (except as noted below with respect to tenders
through DTC), without expense, to the undersigned at the address shown below
or to a different address as may be indicated herein in Box 3 under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the
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undersigned and the Issuer upon the terms and subject to the conditions of
the Exchange Offer, subject only to withdrawal of such tenders on the terms
set forth in the Prospectus under the caption "The Exchange Offer--Withdrawal
of Tenders."
Unless otherwise indicated in Box 2 under "Special Registration
Instructions," please issue the certificates representing the Exchange Notes
issued in exchange for the Old Notes accepted for exchange and any
certificates for Old Notes not tendered or not exchanged, in the name(s) of
the registered Holder of the Old Notes appearing in Box 1 above (or in such
event in the case of Old Notes tendered by DTC, by credit to the account of
DTC). Similarly, unless otherwise indicated in Box 3 under "Special Delivery
Instructions," please send the certificates, if any, representing the Exchange
Notes issued in exchange for the Old Notes accepted for exchange and any
certificates for Old Notes not tendered or not exchanged (and accompanying
documents, as appropriate) to the undersigned at the address shown below in
the undersigned's signature(s), unless tender is being made through DTC. In
the event that the box entitled "Special Registration Instructions" and the
box entitled "Special Delivery Instructions" both are completed, please issue
the certificates representing the Exchange Notes issued in exchange for the
Old Notes accepted for exchange in the name(s) of, and return any certificates
for Old Notes not tendered or not exchanged to, the person(s) so indicated.
The undersigned understands that the Issuer has no obligation pursuant to the
"Special Registration Instructions" and "Special Delivery Instructions" to
transfer any Old Notes from the name of the registered Holder(s) thereof if
the Issuer does not accept for exchange any of the Old Notes so tendered.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver the Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date, may tender their Old Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The
Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2.
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The lines below must be signed by the registered Holder(s) exactly as their
name(s) appear(s) on the Old Notes or, if tendered by a participant in DTC,
exactly as such participant's name appears on a security position listing as
the owner of Old Notes, or 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 of Transmittal. If Old
Notes to which this Letter of Transmittal relate are held of record by two or
more joint Holders, then all such Holders must sign this Letter of
Transmittal.
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
x
-------------------------------------------------------------- -------------
Date
x
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Signature(s) of Registered Holder(s) Date
or Authorized Signatory
Area Code and Telephone Number: ___________________________
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, then such person must (i) set forth his
or her full title below and (ii) submit evidence satisfactory to the Issuer of
such person's authority so to act. See Instruction 5.
Name(s): _____________________________________________________________________
(Please Print)
Capacity: ____________________________________________________________________
Address: _____________________________________________________________________
(Include Zip Code)
MEDALLION SIGNATURE GUARANTEE
(If required by Instruction 5)
Certain Signatures must be Guaranteed by an Eligible Institution
Signature(s) Guaranteed by an Eligible Institution:
-----------------------------------------------------------------------------
(Authorized Signature)
-----------------------------------------------------------------------------
(Title)
-----------------------------------------------------------------------------
(Name of Firm)
-----------------------------------------------------------------------------
(Address, Include Zip Code)
-----------------------------------------------------------------------------
(Area Code and Telephone Number)
Dated: ____________, 1998
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES
OR BOOK-ENTRY CONFIRMATIONS. Certificates representing the tendered Old Notes
(or a confirmation of book-entry transfer of such Old Notes into the Exchange
Agent's account with DTC), as well as a properly completed and duly executed
copy of this Letter of Transmittal (or facsimile thereof) (or, in the case of
a book-entry transfer, an Agent's Message), a Substitute Form W-9 (or
facsimile thereof) and any other documents required by this Letter of
Transmittal must be received by the Exchange Agent at its address set forth
herein prior to the Expiration Date. The method of delivery of certificates
for Old Notes and all other required documents is at the election and sole
risk of the tendering Holder and delivery will be deemed made only when
actually received by the Exchange Agent. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. As an
alternative to delivery by mail, the Holder may wish to use an overnight or
hand delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. Neither the Issuer nor the Exchange Agent is under an
obligation to notify any tendering Holder of the Issuer's acceptance of
tendered Old Notes prior to the completion of the Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old
Notes but whose Old Notes are not immediately available and who cannot deliver
their certificates for Old Notes (or comply with the procedures for book-entry
transfer prior to the Expiration Date), the Letter of Transmittal and any
other documents required by the Letter of Transmittal to the Exchange Agent
prior to the Expiration Date must tender their Old Notes according to the
guaranteed delivery procedures set forth below. Pursuant to such procedures:
(i) such tender must be made by or through a firm which is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States (an "Eligible Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have received
from the Holder and the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by facsimile transmission, mail,
or hand delivery) setting forth the name and address of the Holder, the
certificate number or numbers of the tendered Old Notes, and the principal
amount of tendered Old Notes and stating that the tender is being made
thereby and guaranteeing that, within five New York Stock Exchange trading
days after the Expiration Date, the Letter of Transmittal (or facsimile
thereof) (or, in the case of a book-entry transfer, an Agent's Message),
together with the tendered Old Notes (or a confirmation of book-entry
transfer of such Old Notes into the Exchange Agent's account with DTC) and
any other required documents will be deposited by the Eligible Institution
with the Exchange Agent; and
(iii) the certificates representing the tendered Old Notes in proper
form for transfer (or a confirmation of book-entry transfer of such Old
Notes into the Exchange Agent's account with DTC), together with the
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message) and all other documents required
by the Letter of Transmittal must be received by the Exchange Agent within
five New York Stock Exchange trading days after the Expiration Date.
Failure to complete the guaranteed delivery procedures outlined above will
not, of itself, affect the validity or effect a revocation of any Letter of
Transmittal form properly completed and executed by a Holder who attempted to
use the guaranteed delivery procedure.
3. TENDER BY HOLDER. Only a Holder or Acting Holder of Old Notes may
tender such Old Notes in the Exchange Offer. Any beneficial owner of Old Notes
who is not the registered Holder and who wishes to tender should arrange with
such Holder to execute and deliver this Letter of Transmittal on such owner's
behalf or must, prior to completing and executing this Letter of Transmittal
and delivering such Old Notes, either make appropriate arrangements to
register ownership of the Old Notes in such owner's name or obtain a properly
completed bond power from the registered Holder.
4. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral
multiples of $1,000 principal amount at maturity. If less than the entire
principal amount at maturity of Old Notes is tendered, the tendering Holder
should fill in the principal amount at maturity tendered in the column labeled
"Principal Amount at Maturity Tendered" of the box entitled "Description of
Old Notes" (Box 1) above. The entire principal amount at maturity of Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount at maturity of Old Notes
is not tendered, Old Notes for the principal amount at maturity of Old Notes
not tendered and Exchange Notes exchanged for any Old
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Notes tendered will be sent to the Holder at his or her registered address,
unless a different address is provided in the appropriate box on this Letter
of Transmittal or unless tender is made through DTC, as soon as practicable
following the Expiration Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
MEDALLION GUARANTEE OF SIGNATURE. If this Letter of Transmittal is signed by
the registered Holder(s) of the Old Notes tendered herewith, the signatures
must correspond with the name(s) as written on the face of the tendered Old
Notes without alteration, enlargement, or any change whatsoever.
If any of the tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
Old Notes are held in different names on several Old Notes, it will be
necessary to complete, sign, and submit as many separate copies of the Letter
of Transmittal documents as there are names in which tendered Old Notes are
held.
If this Letter of Transmittal is signed by the registered Holder, and
Exchange Notes are to be issued and any untendered or unaccepted principal
amount at maturity of Old Notes are to be reissued or returned to the
registered Holder, then the registered Holder need not and should not endorse
any tendered Old Notes nor provide a separate bond power. In any other case,
the registered Holder must either properly endorse the Old Notes tendered or
transmit a properly completed separate bond power with this Letter of
Transmittal (executed exactly as the name(s) of the registered Holder(s)
appear(s) on such Old Notes), with the signature(s) on the endorsement or bond
power guaranteed by an Eligible Institution unless such certificates or bond
powers are signed by an Eligible Institution.
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 evidence satisfactory to the
Issuer of their authority to so act must be submitted with this Letter of
Transmittal.
No medallion signature guarantee is required if (i) this Letter of
Transmittal is signed by the registered Holder(s) of the Old Notes tendered
herewith and the issuance of Exchange Notes (and any Old Notes not tendered or
not accepted) are to be issued directly to such registered Holder(s) and
neither the "Special Registration Instructions" (Box 2) nor the "Special
Delivery Instructions" (Box 3) has been completed. In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution.
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders
should indicate, in the applicable box, the name and address in which the
Exchange Notes and/or substitute Old Notes for Principal Amounts at Maturity
not tendered or not accepted for exchange are to be sent, if different from
the name and address or account of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification number or social security number of the person named must also
be indicated and the indicated and the tendering Holders should complete the
applicable box.
If no such instructions are given, the Exchange Notes (and any Old Notes
not tendered or not accepted) will be issued in the name of and sent to the
registered Holder of the Old Notes.
7. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the sale and transfer of Old Notes to the Issuer or its order
pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any
reason other than the transfer and sale of Old Notes to the Issuer or its
order pursuant to the Exchange Offer, then the amount of any such transfer
taxes (whether imposed on the registered Holder or on any other person) will
be payable by the tendering Holder. If satisfactory evidence of payment of
such taxes or exemption from such taxes is not submitted with this Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering Holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
8. TAX IDENTIFICATION NUMBER. Under the federal income tax laws, payments
that may be made by the Issuer 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 of Transmittal 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 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 Payee Awaiting Taxpayer Identification Number. If
"Applied For" is written in Part I, the Issuer (or the Exchange
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Agent with respect to the Exchange Notes or a broker or custodian) may still
withhold 31% of the amount of any payments made on account of the Exchange
Notes until the Holder furnishes the Issuer or the Exchange Agent with respect
to the Exchange Notes, broker or custodian with its TIN. 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 are
not provided with the correct TIN, 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.
Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Notes to be deemed invalidly tendered, but may require the Issuer or the
Exchange Agent with respect to the Exchange Notes, broker or custodian 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 from the IRS.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), and acceptance of tendered Old Notes
will be determined by the Issuer, in its sole discretion, which determination
will be final and binding. The Issuer reserves the right to reject any and all
Old Notes not validly tendered or any Old Notes, the Issuer's acceptance of
which would, in the opinion of the Issuer or its counsel, be unlawful. The
Issuer also reserves the right to waive any conditions of the Exchange Offer
or defects or irregularities in tenders of Notes as to any ineligibility of
any Holder who seeks to tender Old Notes in the Exchange Offer. The
interpretation of the terms and conditions of the Exchange Offer (including
this Letter of Transmittal and the instructions hereto) by the Issuer shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Old Notes must be cured within such time as the
Issuer shall determine. The Issuer will use reasonable efforts to give
notification of defects or irregularities with respect to tenders of Old
Notes, but shall not incur any liability for failure to give such
notification.
10. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to amend,
waive, or modify specified conditions in the Exchange Offer in the case of any
tendered Old Notes.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Old Notes will be accepted.
12. MUTILATED, LOST, STOLEN, OR DESTROYED OLD NOTES. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen, or destroyed should contact
the Exchange Agent at the address indicated above for further instructions.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address set forth on the first page of
this Letter of Transmittal. Holders may also contact their broker, dealer,
commercial bank, trust company, or other nominee for assistance concerning the
Exchange Offer.
14. ACCEPTANCE OF TENDERED OLD NOTES AND ISSUANCE OF EXCHANGE NOTES;
RETURN OF OLD NOTES. Subject to the terms and conditions of the Exchange
Offer, the Issuer will accept for exchange all validly tendered Old Notes as
soon as practicable after the Expiration Date and will issue Exchange Notes
therefor as soon as practicable thereafter. For purposes of the Exchange
Offer, the Issuer shall be deemed to have accepted tendered Old Notes when, as
and if the Issuer has given written and oral notice thereof to the Exchange
Agent. If any tendered Old Notes are not exchanged pursuant to the Exchange
Offer for any reason, such unexchanged Old Notes will be returned, without
expense, to the undersigned at the address shown above or at a different
address as may be indicated under "Special Delivery Instructions."
15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders."
(DO NOT WRITE IN SPACE BELOW)
- --------------------------------------- ------------------------------------- -------------------------------------
Certificate Old Notes Old Notes
Surrendered Tendered Accepted
- --------------------------------------- ------------------------------------- -------------------------------------
- --------------------------------------- ------------------------------------- -------------------------------------
- --------------------------------------- ------------------------------------- -------------------------------------
- --------------------------------------- ------------------------------------- -------------------------------------
- --------------------------------------- ------------------------------------- -------------------------------------
10
10
Delivery Prepared By: _____________ Checked By: ______________ Date: _________
11
11
================================================================================
PAYORS' NAMES:
EMMIS COMMUNICATIONS CORPORATION
================================================================================
SUBSTITUTE Name (if joint names, list first and circle the name
of the person or entity whose number you enter in Part
1 below. See instructions if your name has changed.)
FORM W-9
======================================================
Department of Address
the Treasury
======================================================
Internal Revenue City, State and ZIP Code
Service
------------------------------------------------------
Part 1 - PLEASE PROVIDE YOUR Social Security
TAXPAYER IDENTIFICATION Number or TIN
NUMBER ("TIN") IN THE BOX
AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW
------------------------------------------------------
Part 2 - Check the box if you are NOT subject to
backup withholding under the provisions of section
3408(a)(1)(C) of the Internal Revenue Code because
(1) you have not been notified that you are subject
to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no
longer subject to backup withholding.
=====================================================
CERTIFICATION--UNDER THE PENALTIES OF Part 3 -
PERJURY, I CERTIFY THAT THE AWAITING TIN
INFORMATION PROVIDED ON THIS FORM
IS TRUE, CORRECT AND COMPLETE.
Signature: _________________ Date: ___________
- ------------------------- ---------------------------------------------------
Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF SUBSTITUTE FORM W-9
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 Administrative Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number by the
time of the exchange, 31 percent of all reportable payments made to me
thereafter will be withheld until I provide a number.
- ------------------------------------------- -----------------------------
Signature Date
220629v1
12
12
PAYORS' NAMES:
EMMIS COMMUNICATIONS CORPORATION
SUBSTITUTE Name (if joint names, list first and circle the name
of the person or entity whose number you enter in Part
1 below. See instructions if your name has changed.)
FORM W-9
======================================================
Department of Address
the Treasury
======================================================
Internal Revenue City, State and ZIP Code
Service
------------------------------------------------------
Part 1 - PLEASE PROVIDE YOUR
TAXPAYER IDENTIFICATION Social Security
NUMBER ("TIN") IN THE BOX AT Number or TIN
RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW
------------------------------------------------------
Part 2 - Check the box if you are NOT subject to
backup withholding under the provisions of section
3408(a)(1)(C) of the Internal Revenue Code because
(1) you have not been notified that you are subject
to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no
longer subject to backup withholding.
=====================================================
CERTIFICATION--UNDER THE
PENALTIES OF PERJURY, I
CERTIFY THAT Part 3 -
THE INFORMATION PROVIDED AWAITING TIN
ON THIS FORM IS TRUE,
CORRECT AND COMPLETE.
Signature: _________________ Date: ___________
- ------------------------- ----------------------------------------------------
Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9
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 Administrative Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number by the
time of the exchange, 31 percent of all reportable payments made to me
thereafter will be withheld until I provide a number.
----------------------------------------- -----------------------------
Signature Date
13