EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange a
12 1/4% Senior Subordinated Discount Note due 2009
(CUSIP NO. )
of
Paxson Communications Corporation
(a Delaware corporation)
Pursuant to the Prospectus dated , 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED.
To:
THE BANK OF NEW YORK,
AS EXCHANGE AGENT
By Registered or Certified Mail, by Overnight Courier or By Hand:
15 Broad Street
Reorganization Unit, 16th Floor
New York, NY 10286
Attention:
By Facsimile:
( )
Confirm by Telephone:
( )
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS 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 that he or she has received the Prospectus
dated , 2002 (the "Prospectus") of Paxson Communications Corporation
(the "Company") and this Letter of Transmittal (the "Letter of Transmittal"),
which together constitute the Company's offer to exchange (the "Exchange Offer")
up to $496,263,000 aggregate principal amount at maturity of its 12 1/4% Senior
Subordinated Discount Notes due 2009 that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus is a part (the "New Notes"), for
up to $496,263,000 aggregate principal amount at maturity of its outstanding
12 1/4% Senior Subordinated Discount Notes due 2009 (the "Original Notes"). The
term "Expiration Date" shall mean 5:00 p.m., New York City time, on ,
2002, unless the Company, in its sole discretion, extends the Exchange Offer, in
which case the term "Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended.
This Letter of Transmittal is to be used by holders of Original Notes
whether (i) certificates representing the Original Notes are to be physically
delivered herewith, (ii) the guaranteed delivery procedures described in the
Prospectus are to be utilized, or (iii) tenders are to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository Trust
Company, New York, New York ("DTC" or the "Book-Entry Transfer
Facility"), pursuant to the procedures set forth in the Prospectus. Delivery of
documents to DTC does not constitute delivery to the Exchange Agent.
Unless the context requires otherwise, the term "Holder" with respect to
the Exchange Offer means any person in whose name Original Notes are registered
or any other person who has obtained a properly completed bond power from the
registered holder or any person whose Original Notes are held of record by the
Book-Entry Transfer Facility who desires to deliver such Original Notes by
book-entry transfer at the Book-Entry Transfer Facility. 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 Original Notes must complete this Letter of
Transmittal in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX BELOW
<Table>
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL NOTES BEING TENDERED
- ----------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK)
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL
AMOUNT AT AGGREGATE
MATURITY OF PRINCIPAL AMOUNT
ORIGINAL NOTE(S) AT MATURITY BEING
CERTIFICATE REPRESENTED BY TENDERED FOR
NUMBER(S) CERTIFICATE(S)(1) EXCHANGE(2)
------------------------------------------------------
$ $
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
(1) Need not be completed by Holders tendering by book-entry transfer.
(2) Unless otherwise indicated, any tendering Holder will be deemed to have tendered the full principal amount at
maturity of the Original Note(s) represented by such Certificate(s).
- ----------------------------------------------------------------------------------------------------------------------
</Table>
Holders of Original Notes who wish to tender and whose Original Notes are
not immediately available or who cannot deliver their certificates representing
those Original Notes and all other documents required hereby to the Exchange
Agent prior to the Expiration Date or whose Original Notes cannot be delivered
on a timely basis pursuant to the rules for book-entry transfer may tender
Original Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering."
See Instruction 1 below.
2
CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING. [ ]
Name of Tendering Institution:
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Transaction Code Number:
- --------------------------------------------------------------------------------
CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING. [ ]
Name of Registered Holder(s):
- --------------------------------------------------------------------------------
Name of Eligible Institution that guaranteed delivery:
- --------------------------------------------------------------
Account Number (if delivered by book-entry transfer):
- -------------------------------------------------------------
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES
OF THE PROSPECTUS AND COPIES OF ANY AMENDMENT OR SUPPLEMENT TO THE PROSPECTUS. [
]
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Number of Copies Desired:
- --------------------------------------------------------------------------------
3
SPECIAL REGISTRATION
INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Original Notes not tendered, or
certificates for New Notes issued in exchange for Original Notes accepted for
exchange, are to be issued in the name of someone other than the undersigned or
if Original Notes tendered by book-entry transfer which are not exchanged and/or
any New Notes are to be returned by credit to an account maintained by DTC other
than the account designated above To be completed ONLY if certificates for new
Original Notes representing the portion of the principal amount at maturity of
Original Notes not tendered, or certificates for New Notes issued in exchange
for Original Notes accepted for exchange, are to be sent to someone other than
the undersigned, or to the undersigned at an address other than that shown
above.
Issue certificate(s) to:
DTC Account Number:
Name:
- ----------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------
------------------------------------------------------
(INCLUDING ZIP CODE)
------------------------------------------------------
(IDENTIFICATION OR SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY
INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for new Original Notes representing the
portion of the principal amount at maturity of Original Notes not tendered, or
certificates for New Notes issued in exchange for Original Notes accepted for
exchange, are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Deliver certificate(s) to:
Name:
- ---------------------------------------------
(PLEASE PRINT)
Address:
- -------------------------------------------
------------------------------------------------------
(INCLUDING ZIP CODE)
------------------------------------------------------
(IDENTIFICATION OR SOCIAL SECURITY NUMBER)
4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the Original Notes indicated above. Subject to and
effective upon the acceptance for exchange of the Original Notes tendered in
accordance with this Letter of Transmittal, the undersigned exchanges, assigns
and transfers to, or upon the order of, the Company, all right, title and
interest in and to the Original Notes tendered hereby and accepted for exchange
pursuant to the Exchange Offer. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent its, his or her agent and attorney-in-fact (with
full knowledge that the Exchange Agent also acts as the agent of the Company)
with respect to the tendered Original Notes with full power of substitution to
(i) deliver certificates for such Original Notes to the Company or its agent or
transfer ownership of such Original Notes on the account books maintained by
DTC, together in either such case with all accompanying evidences of transfer
and authenticity to, or upon the order of, the Company upon receipt by the
Exchange Agent, as the undersigned's agent, of the New Notes and (ii) present
such Original Notes for cancellation and transfer on the books of the Company
and receive all benefits and otherwise exercise all rights of beneficial
ownership with respect to such Original 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 IT, HE OR SHE HAS FULL
POWER AND AUTHORITY TO TENDER, SELL, ASSIGN AND TRANSFER THE ORIGINAL NOTES
TENDERED HEREBY 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 ACQUIRED BY THE COMPANY. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE EXCHANGE AGENT OR THE COMPANY TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE ASSIGNMENT, TRANSFER AND EXCHANGE OF THE ORIGINAL NOTES TENDERED
HEREBY.
The undersigned also acknowledges that the Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") that the New Notes issued in exchange for Original
Notes pursuant to the Exchange Offer may be offered for resale, resold or
otherwise transferred by Holders thereof (other than any Holder that is an
affiliate of the Company within the meaning of Rule 405 of the Securities Act)
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that such New Notes are acquired in the ordinary
course of such Holders' business and such Holders have no arrangements with any
person to participate in a distribution of New Notes. If the undersigned is not
a broker-dealer or is a broker-dealer but will not receive New Notes for its own
account in exchange for Original Notes, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of New Notes
and it has no arrangements or understandings with any person to participate in a
distribution of the New Notes. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Original Notes, the
undersigned represents that the Original Notes to be exchanged for the New Notes
were acquired as a result of market-making activities or other trading
activities and that it will deliver a Prospectus in connection with any resale
of such New 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.
By acceptance of the Exchange Offer, such broker-dealer that receives New
Notes pursuant to the Exchange Offer hereby acknowledges and agrees that, upon
receipt of notice by the Company of the happening of any event which makes any
statement in the Prospectus untrue in any material respect or which requires the
making of any changes in the Prospectus in order to make the statements therein
not misleading (which notice the Company agrees to deliver promptly to such
broker-dealer), such broker-dealer will suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission and has furnished copies of the amended or supplemented Prospectus
to such broker-dealer.
The undersigned represents that (i) the New Notes acquired pursuant to the
Exchange Offer are being acquired in the ordinary course of such Holder's
business, (ii) such Holder has no arrangement with any other person to
participate in the distribution of such New Notes and (iii) such Holder is not
an "affiliate" of the Company as defined under Rule 405
5
of the Securities Act, or if such Holder is an affiliate, that such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.
The undersigned understands that, upon acceptance by the Company of the
Original Notes tendered under the Exchange Offer, the undersigned will be deemed
to have accepted the New Notes and will be deemed to have relinquished all
rights with respect to the Original Notes so accepted.
The undersigned understands that the Company may accept the undersigned's
tender at any time on or after the Expiration Date by delivering oral or written
notice of acceptance to the Exchange Agent. Tenders of Original Notes may be
withdrawn at any time prior to the Expiration Date, unless theretofore accepted
for exchange as provided in the Exchange Offer.
The undersigned understands that the Company reserves the right, at any
time and from time to time, in its sole discretion (subject to its obligations
under the registration rights agreement referred to in the Prospectus), (i) to
delay accepting any Original Notes or to delay the issuance and exchange of New
Notes for Original Notes, to extend the Exchange Offer, or if any of the
conditions set forth in the Prospectus under the caption "The Exchange Offer --
Conditions to the Exchange Offer" shall not have been satisfied, to terminate
the Exchange Offer, by giving oral or written notice of such delay, extension or
termination to the Exchange Agent or (ii) to amend the terms of the Exchange
Offer in any manner.
If any tendered Original Notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted Original
Notes will be returned, without expense to the tendering Holder thereof, to the
undersigned at the address shown below or at a different address as may be
indicated herein under "Special Delivery Instructions" (or, in the case of
Original Notes tendered by book-entry transfer, such Original Notes will be
credited to the account of such Holder maintained at the Book-Entry Transfer
Facility) as promptly as practicable after the expiration or termination of the
Exchange Offer.
All authority conferred or aimed 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 Original 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 undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer. Any tender of Original Notes
pursuant to this Letter of Transmittal may be withdrawn only in accordance with
the applicable procedures set forth in the Prospectus.
The New Notes exchanged for the tendered Original Notes will be issued to
the undersigned and certificates representing such notes mailed to its address
indicated in the records of the Company (or credited to the account maintained
at the Book-Entry Transfer Facility above) unless otherwise indicated under the
"Special Registration Instructions" or the "Special Delivery Instructions"
above.
The undersigned understands that the Company has no obligation pursuant to
the "Special Registration Instructions" and "Special Delivery Instructions" to
transfer any Original Notes from the name of the registered Holder(s) thereof if
the Company does not accept for exchange any of the Original Notes so tendered.
Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available or (ii) who cannot deliver their
certificates (or complete the procedures for book-entry transfer), this Letter
of Transmittal or any other documents required hereby to the Exchange Agent
prior to the Expiration Date may tender their Original Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 1
printed below regarding the completion of this Letter of Transmittal.
6
PLEASE SIGN HERE WHETHER OR NOT
ORIGINAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X
- ----------------------------------------------------
- ----------------------------------------------------
Date
X
- ----------------------------------------------------
- ----------------------------------------------------
SIGNATURE(S) OF REGISTERED DATE
HOLDER(S) OR AUTHORIZED
SIGNATORY
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
The above lines must be signed by the registered Holder(s) as their name(s)
appear(s) on the certificates representing the Original Notes or on a security
position listing at the Book-Entry Transfer Facility as the owner of the
Original Notes or by person(s) authorized to become registered Holder(s), a copy
of which authority must be transmitted with this Letter of Transmittal. If
Original 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. If required by Instruction 4 hereto, the signatures on the above
lines must be guaranteed by an Eligible Institution.
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) unless waived by the Company, submit evidence satisfactory
to the Company of such person's authority so to act with this Letter. See
Instruction 4 regarding the completion of this Letter of Transmittal printed
below.
Name(s)
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
(Area Code and Telephone No.)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security No(s).)
- ---------------------------------------------------------------------
Please Complete Substitute Form W-9
GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 4)
Authorized Signature:
- --------------------------------------------------------------------------------
Dated
- --------------------------- , 2002
Name and Title:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm:
- --------------------------------------------------------------------------------
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTE CERTIFICATES OR
BOOK-ENTRY CONFIRMATIONS. Certificates for all physically tendered Original
Notes, or confirmation of a book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility of Original Notes tendered
electronically, together in each case with a properly completed and duly
executed copy of this Letter of Transmittal and any other documents required by
this Letter of Transmittal or the Prospectus, must be received by the Exchange
Agent at its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date, unless the tendering Holder complies with the guaranteed
delivery procedures described in the following paragraph. The method of delivery
of note certificates, this Letter of Transmittal and all other required
documents to the Exchange Agent is at the election and risk of the Holder and,
except as otherwise provided below, the delivery will be deemed made only when
actually received by the Exchange Agent. Instead of delivery by mail, it is
recommended that the Holder use an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. No Letter of
Transmittal, certificates representing Original Notes or any other required
documents should be sent to the Company.
Holders who wish to tender their Original Notes and (i) whose note
certificates are not immediately available, or (ii) who cannot deliver their
note certificates (or complete the procedure for book-entry transfer), this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to the Expiration Date, must tender their Original Notes according
to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to
such procedures: (i) such tender must be made by or through a firm that is a
member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank 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"); (ii) prior to the
Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by facsimile transmission, mail, hand delivery or overnight courier), setting
forth the name and address of the Holder, any certificate numbers and the
aggregate principal amount at maturity of Original Notes tendered, stating that
the tender is being made thereby and guaranteeing that, within five (5) New York
Stock Exchange trading days after the Expiration Date, this Letter of
Transmittal (or facsimile hereof) together with certificate(s) representing the
Original Notes (or, with respect to a book-entry transfer, confirmation of a
book-entry transfer of the Original Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility) and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed Letter of Transmittal (or facsimile hereof), as
well as all other documents required by this Letter of Transmittal and the
certificate(s) representing all tendered Original Notes in proper form for
transfer (or, with respect to a book-entry transfer, confirmation of a
book-entry transfer of the Original Notes into the Exchange Agent's Account at
the Book-Entry Transfer Facility), must be received by the Exchange Agent within
five (5) New York Stock Exchange trading days after the Expiration Date, all as
provided in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures." Any Holder who wishes to tender his, her or its Original
Notes pursuant to the guaranteed delivery procedures described above must ensure
that the Exchange Agent receives the Notice of Guaranteed Delivery from the
Eligible Institution prior to 5:00 p.m., New York City time, on the Expiration
Date. Upon request to the Exchange Agent, a duplicate Notice of Guaranteed
Delivery will be sent to Holders. A Notice of Guaranteed Delivery has been
included with the Prospectus and the Letter of Transmittal for use by Holders
who wish to tender their Original Notes according to the guaranteed delivery
procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Original Notes, and withdrawal of tendered
Original Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Original Notes determined by the Company not to be validly
tendered or any Original Notes the acceptance of which would, in the opinion of
counsel for the Company, be unlawful. The Company also reserves the absolute
right to waive any defects, irregularities or conditions of tender to particular
Original 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 on all parties. Unless waived, any defects or
irregularities in connection with tenders of Original Notes will render such
tenders invalid unless such defects or irregularities are cured within such time
as the Company shall determine. Any Original Notes received by the Exchange
8
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 Holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
No alternative, conditional or contingent tender will be accepted. All
tendering Holders, by execution of this Letter of Transmittal, waive any rights
to receive any notice of the acceptance of their tender.
2. TENDER OF HOLDER. Only a Holder of Original Notes may tender such notes
in the Exchange Offer. Any beneficial owner of Original Notes who is not the
registered Holder and who wishes to tender should arrange with such registered
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 his Original Notes, either make appropriate arrangements to register
ownership of the Original Notes in such owner's name or obtain a properly
completed bond power from the registered Holder.
3. PARTIAL TENDERS; WITHDRAWALS. (Not applicable to Holders who tender by
book-entry transfer.) If less than all of the principal amount at maturity of an
Original Note evidenced by a certificate is tendered, the tendering Holder
should fill in the principal amount at maturity tendered in the fourth column of
the box entitled "Description of Original Notes Being Tendered" above. All of
the principal amount at maturity of an Original Note represented by any
certificate delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If less than all of the principal amount at maturity
of an Original Note evidenced by a certificate is tendered, then a newly issued
certificate for an Original Note in a principal amount at maturity equal to the
untendered portion of the principal amount at maturity of the Original Note
submitted pursuant hereto and a certificate or certificates representing the New
Notes issued in exchange for any Original Notes accepted will be sent to the
Holder at its, his or her registered address, unless a different address is
provided in the appropriate box on this Letter of Transmittal promptly after the
Original Notes are accepted for exchange.
A tender pursuant to the Exchange Offer may be withdrawn subject to the
procedures set forth in this Letter of Transmittal and the Prospectus at any
time prior to the acceptance thereof on the Expiration Date. To withdraw a
tender of Original Notes in the Exchange Offer, a written or facsimile
transmission notice of withdrawal must be received by the Exchange Agent at its
address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person having deposited the Original Notes to be withdrawn (the "Depositor"),
(ii) specify the serial numbers on the particular certificates evidencing the
Original Notes to be withdrawn and the name of the registered Holder thereof (if
certificates have been delivered or otherwise identified to the Exchange Agent)
or the name and number of the account at DTC to be credited with withdrawn
Original Notes (if the Original Notes have been tendered pursuant to the
procedures for book-entry transfer), (iii) be signed by the Holder in the same
manner as the original signature on the Letter of Transmittal by which such
Original Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Registrar with
respect to the Original Notes register the transfer of such Original Notes into
the name of the person withdrawing the tender, and (iv) specify the name in
which any such Original Notes are to be registered, if different from that of
the Depositor. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company in its sole
discretion, which determination shall be final and binding on all parties. Any
Original Notes so withdrawn will be deemed not to have been validly tendered for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Original Notes so withdrawn are validly retendered. Properly
withdrawn Original Notes may be retendered by following one of the procedures
described in the Prospectus under the caption "The Exchange Offer -- Procedures
for Tendering" at any time prior to the Expiration Date.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is
signed by the registered Holder(s) of the certificate(s) representing Original
Notes tendered hereby, the signature must correspond (i) with the name(s) as
written on the face of the certificate without alteration, enlargement or any
change whatsoever, or (ii) in the case of Original Notes held by book-entry,
with the name as contained on the security position listing at the Book-Entry
Transfer Facility.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder of any certificate(s) representing Original Notes tendered and
the New Notes issued in exchange therefor are to be issued (or any Original
Notes are to be reissued to reflect the untendered portion of the principal
amount at maturity of any Original Note submitted pursuant hereto ("Reissued
Original Notes")) to the registered Holder, then such Holder need not and should
not endorse any
9
tendered certificate(s) or provide a separate bond power. In any other case such
Holder must either properly endorse the certificates tendered or transmit a
properly completed separate bond power with this Letter of Transmittal with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered Holder of any Original Notes or if delivery of the certificate(s) for
Original Notes is to be made to a person other than the registered Holder, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed as the name of the registered Holder appears on such
certificates.
If this Letter of Transmittal (or facsimile hereof) or any certificates for
Original Notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, or 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 their authority so to act must be submitted with this Letter of Transmittal.
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by an Eligible Institution. Signatures on this
Letter of Transmittal need not be guaranteed if (a) this Letter of Transmittal
is signed by the registered Holder(s) of the Original Notes tendered herewith in
connection with the Exchange Offer and such Holder(s) have not completed the box
set forth herein entitled "Special Registration Instructions" or "Special
Delivery Instructions," (b) such Original Notes are tendered for the account of
an Eligible Institution, or (c) such Original Notes are tendered for the account
of DTC.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders
should indicate, in the applicable box or boxes, the name and address to which
certificates for New Notes or substitute certificates for Reissued Original
Notes or Original Notes not accepted for exchange are to be issued or sent, or
the account number at the Book-Entry Transfer Facility to which the New Notes
are to be credited, if different from the name and address or account number of
the person signing this Letter of Transmittal. In the case of issuance in a
different name or to a different account number, the taxpayer identification or
social security number of the person named (or to whose account the New Notes
are credited) must also be indicated. Holders tendering Original Notes by
book-entry transfer may request that Original Notes not exchanged be credited to
such Holders' accounts maintained at the Book-Entry Transfer Facility.
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Original Notes pursuant to the Exchange Offer. If,
however, certificates representing New Notes or Reissued Original Notes or
Original Notes accepted for exchange are to be delivered to, or are to be issued
in the name or credited to the account of, any person other than the registered
Holder of the Original Notes tendered hereby, or if tendered Original Notes are
registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Original Notes pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the registered Holder or on 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 of Transmittal, 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 certificates representing Original
Notes listed in this Letter of Transmittal.
7. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any Original Notes tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any tendering Holder
whose certificates for Original Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated herein for
further instructions. This Letter of Transmittal and any related documents
cannot be processed until the procedures for replacing mutilated, lost, stolen
or destroyed certificates have been followed.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
10
IMPORTANT TAX INFORMATION
Under current federal income tax law, a Holder whose tendered Original
Notes are accepted for exchange is required to provide the Company (as payor),
through the Exchange Agent, with such Holder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 or otherwise establish a basis for
exemption from backup withholding. If such Holder is an individual, the TIN is
such Holder's social security number. If the Exchange Agent is not provided with
the correct TIN or an adequate basis for exemption, the Holder may be subject to
a $50 penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
delivery of such Holder's New Notes may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on the
Substitute Form W-9 enclosed herewith. A foreign individual may qualify as an
exempt recipient by submitting to the Exchange Agent a properly completed IRS
Form W-8 (which the Exchange Agent will provide upon request) signed under
penalty of perjury, attesting to the Holder's exempt status.
If backup withholding applies, the Company is required to withhold 31% of
any payment made to the Holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made with respect to
Original Notes exchanged in the Exchange Offer, each Holder is required to
provide the Exchange Agent with either: (i) the Holder's correct TIN by
completing the form below, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Holder is awaiting a TIN) and that (A) the Holder
has not been notified by the IRS that he or she is subject to backup withholding
as a result of a failure to report all interest or dividends or (B) the IRS has
notified the Holder that he or she is no longer subject to backup withholding,
or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
Original Notes. If the Original Notes are held in more than one name or are not
held in the name of the actual owner, consult the Substitute Form W-9 for
additional guidance regarding which number should be reported.
11
PAYER'S NAME: [ ]
<Table>
- -----------------------------------------------------------------------------------------------------------------------------
Name (if joint names, list first and circle the name of ----------------------------
SUBSTITUTE the person whose number you enter in Part 1 below.) Social Security Number
FORMW-9
Address OR
City, State and Zip Code ----------------------------
Employer Identification Number
---------------------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING BELOW.
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I PART 3 --
CERTIFY THAT: AWAITING TIN [ ]
(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 (THE "IRS") THAT I AM SUBJECT TO BACKUP
WITHHOLDING 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.
---------------------------------------------------------------------------------------------
</Table>
<Table>
CERTIFICATION INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2) IN PART 2 ABOVE IF YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
PAYER'S REQUEST FOR UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN. IF, HOWEVER, AFTER BEING
TAXPAYER IDENTIFICATION NOTIFIED BY THE IRS THAT YOU WERE SUBJECT TO BACKUP WITHHOLDING, YOU RECEIVED ANOTHER
NUMBER (TIN) NOTIFICATION FROM THE IRS STATING THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING,
DO NOT CROSS OUT ITEM (2).
SIGNATURE__________ DATE __________
- -----------------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
12
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 Administration Office or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty (60)
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide such a number.
- ---------------------------------------------------------
- ---------------------------------------------------------
Signature Date
(DO NOT WRITE IN SPACE BELOW)
<Table>
<Caption>
AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL AMOUNT
AT MATURITY OF AT MATURITY OF ORIGINAL
CERTIFICATE SURRENDERED ORIGINAL NOTES TENDERED NOTES ACCEPTED
</Table>
Delivery Prepared by
- --------------------------------------------------------------------------------
13