Exhibit 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
9 1/4% SENIOR SUBORDINATED NOTES DUE 2009
OF
BLOCK COMMUNICATIONS, INC.
PURSUANT TO THE PROSPECTUS DATED _____________, 2002
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM
TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR
TO THE EXPIRATION DATE.
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THE EXCHANGE AGENT IS:
WELLS FARGO BANK MINNESOTA, N.A.
BY REGISTERED OR CERTIFIED MAIL: BY HAND DELIVERY:
Wells Fargo Bank Minnesota, N.A. Wells Fargo Bank Minnesota, N.A.
213 Court Street, Suite 703 213 Court Street, Suite 703
Middletown, Connecticut 06457 Middletown, Connecticut 06457
Attention: Corporate Trust Services Attention: Corporate Trust Services
Telephone: (860) 704-6216 Telephone: (860) 704-6216
Facsimile: (860) 704-6219 Facsimile: (860) 704-6219
BY OVERNIGHT DELIVERY: BY FACSIMILE:
Wells Fargo Bank Minnesota, N.A. (860) 704-6219
213 Court Street, Suite 703 Attn: Corporate Trust Services
Middletown, Connecticut 06457 CONFIRM BY TELEPHONE:
Attention: Corporate Trust Services (860) 704-6216
Telephone: (860) 704-6216
Facsimile: (860) 704-6219
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated ,
2002 (the "Prospectus"), of Block Communications, Inc., an Ohio corporation (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which
together with the Prospectus constitutes the Company's offer (the "Exchange
Offer") to exchange up to $175,000,000 principal amount of its 9 1/4% Senior
Subordinated Notes due 2009, which are registered under the Securities Act of
1933 (the "Exchange Notes") for any and all of its unregistered outstanding 9
1/4% Senior Subordinated Notes due 2009 (the "Old Notes"). Recipients of the
Prospectus should read the requirements described in such Prospectus with
respect to eligibility to participate in the Exchange Offer. Capitalized terms
used but not defined herein have the meaning given to them in the Prospectus.
The undersigned hereby tenders the Old Notes described in the box entitled
"Description of Old Notes" below pursuant to the terms and conditions described
in the Prospectus and this Letter of Transmittal. The undersigned is the
registered holder of all the Old Notes, a beneficial owner which has a properly
completed bond power from the
registered holder, or a Depository Trust Company ("DTC") participant listed on
the DTC securities position listing with respect to the old notes (the "Holder")
and the undersigned represents that it has received from each beneficial owner
of Old Notes (the "Beneficial Owners") a duly completed and executed form of
"Instruction to Registered Holder from Beneficial Owner" accompanying this
Letter of Transmittal, instructing the undersigned to take the action described
in this Letter of Transmittal.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.
This Letter of Transmittal is to be used by a Holder if (i) certificates
representing Old Notes are to be forwarded herewith or (ii) a tender is made
pursuant to the guaranteed delivery procedures in the section of the Prospectus
entitled "The Exchange Offer -- Guaranteed Delivery Procedures."
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC can execute the tender through ATOP, for which the Exchange Offer
will be eligible. DTC participants that are accepting the Exchange Offer must
transmit their acceptance to DTC which will verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send
an agent's message forming part of a book-entry transfer in which the
participant agrees to be bound by the terms of this Letter of Transmittal (an
"Agent's Message") to the Exchange Agent for its acceptance. Transmission of an
Agent's Message will constitute an acknowledgement from the tendering DTC
participant that the representations contained in this Letter of Transmittal are
true and correct. Transmission of the Agent's Message by DTC will satisfy the
terms of the Exchange Offer as to execution and delivery of a Letter of
Transmittal by the participant identified in the Agent's Message.
Any Beneficial Owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such Holder promptly and instruct such Holder to tender
on behalf of the Beneficial Owner. If such Beneficial Owner wishes to tender on
its own behalf, such Beneficial Owner must, prior to completing and executing
this Letter of Transmittal and delivering its Old Notes, either make appropriate
arrangements to register ownership of the Old Notes in such Beneficial Owner's
name or obtain a properly completed bond power from the Holder. The transfer of
record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a Holder must
(i) complete the box entitled "Description of Old Notes," (ii) if appropriate,
check and complete the boxes relating to book-entry transfer, guaranteed
delivery, Special Issuance Instructions and Special Delivery Instructions, (iii)
sign the Letter of Transmittal by completing the box entitled "Sign Here To
Tender Your Old Notes" and (iv) complete the Substitute Form W-9. Each Holder
should carefully read the detailed instructions below prior to completing the
Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange and
(i) whose Old Notes are not immediately available or (ii) who cannot deliver
their Old Notes, this Letter of Transmittal and all other documents required
hereby to the Exchange Agent on or prior to the Expiration Date, must tender the
Old Notes pursuant to the guaranteed delivery procedures set forth in the
section of the Prospectus entitled "The Exchange Offer -- Guaranteed Delivery
Procedures." See Instruction 2.
Holders of Old Notes who wish to tender their Old Notes for exchange must
complete columns (1) through (3) in the box below entitled "Description of Old
Notes," and sign the box below entitled "Sign Here To Tender Your Old Notes." If
only those columns are completed, such Holder will have tendered for exchange
all Old Notes listed in column (3) below. If the Holder wishes to tender for
exchange less than all of such Old Notes, column (4) must be completed in full.
In such case, such Holder should refer to Instruction 5.
The Exchange Offer may be extended, terminated or amended, as provided in
the Prospectus. During any such extension of the Exchange Offer, all Old Notes
previously tendered and not withdrawn pursuant to the Exchange Offer will remain
subject to the Exchange Offer.
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The undersigned hereby tenders for exchange the Old Notes described in the
box entitled "Description of Old Notes" below pursuant to the terms and
conditions described in the Prospectus and this Letter of Transmittal.
_______________________________________________________________________________
DESCRIPTION OF OLD NOTES
________________________________________________________________________________
(1) (2) (3) (4)
NAME(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE NUMBER(S) AGGREGATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT TENDERED
HOLDER(S) (PLEASE FILL IN, IF BLANK) REPRESENTED BY CERTIFICATE(S) FOR EXCHANGE (A) (B)
_____________________ ____________________________ __________________________
_____________________ ____________________________ __________________________
_____________________ ____________________________ __________________________
_____________________ ____________________________ __________________________
_____________________ ____________________________ __________________________
_____________________ ____________________________ __________________________
_____________________ ____________________________ __________________________
TOTAL PRINCIPAL AMOUNT TENDERED:___________________________________________________
(A) Unless indicated in this column, any tendering Holder will be
deemed to have tendered the entire aggregate principal amount
represented by the Old Notes indicated in the column labeled
"Aggregate Principal Amount Represented by Certificate(s)."
See Instruction 5.
(B) The minimum permitted tender is $1,000 in principal amount of
Old Notes. All other tenders must be in integral multiples of
$1,000.
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/ / CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED THROUGH DTC TO
THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:________________________________________
DTC Book-Entry Account:_______________________________________________
Transaction Code No.:__________________________________________________
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s):______________________________________
Date of Execution of Notice of Guaranteed Delivery:____________________
Window Ticket Number (if any):________________________________________
Name of Tendering Institution that Guaranteed Delivery:_______________
Transaction Code No.:_________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:_________________________________________________________________
Address:______________________________________________________________
Only Holders are entitled to tender their Old Notes for exchange in the
Exchange Offer. Any financial institution that is a participant in DTC's system
and whose name appears on a security position listing as the record owner of the
Old Notes and who wishes to make book-entry delivery of Old Notes as described
above must complete and execute a participant's letter (which will be
distributed to participants by DTC) instructing DTC's nominee to tender such Old
Notes for exchange. Persons who are Beneficial Owners of Old Notes but are not
Holders and who seek to tender Old Notes should (i) contact the Holder and
instruct such Holder to tender on his or her behalf, (ii) obtain and include
with this Letter of Transmittal, Old Notes properly endorsed for transfer by the
Holder or accompanied by a properly completed bond power from the Holder, with
signatures on the endorsement or bond power guaranteed by a firm that is an
eligible guarantor institution within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, including a firm that is a member of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc., a commercial bank or trading company having an office
in the United States or certain other eligible guarantors (each, an "Eligible
Institution"), or (iii) effect a record transfer of such Old Notes from the
Holder to such Beneficial Owner and comply with the
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requirements applicable to Holders for tendering Old Notes prior to the
Expiration Date. See the section of the Prospectus entitled "The Exchange
Offer--Procedures for Tendering Old Notes."
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY (i) if the Exchange Notes issued in exchange for the
Old Notes, certificates for Old Notes in a principal amount not exchanged for
Exchange Notes, or Old Notes (if any) not tendered for exchange, are to be
issued in the name of someone other than the undersigned or (ii) if Old Notes
tendered by book-entry transfer which are not exchanged are to be returned by
credit to an account maintained at DTC.
Issue to:
Name:__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address:_______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(INCLUDE ZIP CODE)
_______________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
Credit Old Notes not exchanged and delivered by book-entry transfer to DTC
account set forth below:
_______________________________________________________________________________
(ACCOUNT NUMBER)
_______________________________________________________________________________
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the Exchange Notes issued in exchange for Old
Notes, certificates for Old Notes in a principal amount not exchanged for
Exchange Notes, or Old Notes (if any) not tendered for exchange, are to be
mailed or delivered (i) to someone other than the undersigned or (ii) to the
undersigned at an address other than the address shown below the undersigned's
signature.
Mail or deliver to:
Name:__________________________________________________________________________
(PLEASE TYPE OR PRINT)
_______________________________________________________________________________
_______________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(INCLUDE ZIP CODE)
_______________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
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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 Old Notes indicated
above. Subject to, and effective upon, acceptance for exchange of the Old Notes
tendered for exchange herewith, the undersigned will have irrevocably sold,
assigned, transferred and exchanged, to the Company, all right, title and
interest in, to and under all of the Old Notes tendered for exchange hereby, and
hereby will have appointed the Exchange Agent as the true and lawful agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as agent
of the Company) of such Holder with respect to such Old Notes, with full power
of substitution to (i) deliver certificates representing such Old Notes, or
transfer ownership of such Old Notes on the account books maintained by DTC
(together, in any such case, with all accompanying evidences of transfer and
authenticity), to the Company, (ii) present and deliver such Old Notes for
transfer on the books of the Company and (iii) receive all benefits and
otherwise exercise all rights and incidents of beneficial ownership with respect
to 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 it has full power and
authority to tender, exchange, assign and transfer the Old Notes; and that when
such Old Notes are accepted for exchange by the Company, the Company will
acquire good and marketable title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claims.
The undersigned further warrants that it 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 exchange, assignment and transfer of the
Old Notes tendered for exchange hereby. The undersigned further agrees that
acceptance of any and all validly tendered Old Notes by the Company and the
issuance of Exchange Notes in exchange therefor shall constitute performance in
full by the Company of its obligations under the Registration Rights Agreement.
By tendering, the undersigned hereby further represents to the Company
that (i) the Exchange Notes to be acquired by the undersigned and any Beneficial
Owner(s) of the Old Notes tendered hereby in connection with the Exchange Offer
will be acquired by the undersigned and such Beneficial Owner(s) in the ordinary
course of their respective businesses, (ii) the undersigned and any such
Beneficial Owner is not engaged in, and does not intend to engage in, a
distribution of the Exchange Notes, (iii) neither the undersigned nor any such
Beneficial Owner has an arrangement or understanding with any person to
participate in the distribution of Exchange Notes issued in the Exchange Offer,
and (iv) neither the undersigned nor any such Beneficial Owner is an
"affiliate," as defined under Rule 405 under the Securities Act, of the Company.
If the undersigned or any such Beneficial Owner is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Old Notes that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus meeting the
requirements of Section 10 of the Securities Act in connection with any resale
of such Exchange Notes. A broker-dealer may not participate in the Exchange
offer with respect to the Old Notes acquired other than as a result of
market-making activities or other trading activities.
By its acceptance of the exchange offer, any broker-dealer that receives
Exchange Notes pursuant to the Exchange Offer agrees to notify us in writing
before using the Prospectus in connection with the resale or transfer of
Exchange Notes. The broker-dealer further acknowledges and agrees that, upon
receipt of notice from us 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 to make the statements in the Prospectus
not misleading or which may impose upon us disclosure obligations that may have
a material adverse effect on us, which notice we agree to deliver promptly to
the broker-dealer, the broker-dealer will suspend use of the Prospectus until
we have notified the undersigned that delivery of the Prospectus may resume
and have furnished to the broker-dealer copies of any amendment or supplement to
the Prospectus. We have agreed in the registration rights agreement that for a
period of 180 days after the effective date of the registration statement of
which the Prospectus is a part we will make the Prospectus, as amended or
supplemented, available to any broker-dealer who requests it in writing for use
in connection with any such resale.
For purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange, and to have exchanged, validly tendered Old Notes, if, as
and when the Company gives oral or written notice thereof to the
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Exchange Agent. Tenders of Old Notes for exchange may be withdrawn at any time
prior to 5:00 p.m., New York City time, on the Expiration Date. See "The
Exchange Offer -- Withdrawal of Tenders" in the Prospectus. Any Old Notes
tendered by the undersigned and not accepted for exchange will be returned to
the undersigned at the address set forth above (unless otherwise indicated in
the box above entitled "Special Delivery Instructions") as promptly as
practicable after the Expiration Date.
The undersigned acknowledges that the Company's acceptance of Old Notes
validly tendered for exchange pursuant to any one of the procedures described in
the section of the Prospectus entitled "The Exchange Offer" 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.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Old Notes not tendered for exchange in the
name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any certificates for Old
Notes not tendered or exchanged (and accompanying documents, as appropriate) 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 certificates representing the
Exchange Notes issued in exchange for the Old Notes accepted for exchange in the
name(s) of, and return any Old Notes not tendered for exchange or not exchanged
to, 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 Holder(s)
thereof if the Company does not accept for exchange any of the Old Notes so
tendered for exchange or if such transfer would not be in compliance with any
transfer restrictions applicable to such Old Note(s).
EXCEPT FOR HOLDERS TENDERING OLD NOTES THROUGH ATOP, IN ORDER TO VALIDLY
TENDER OLD NOTES FOR EXCHANGE, HOLDERS MUST COMPLETE, EXECUTE, AND DELIVER THIS
LETTER OF TRANSMITTAL.
All authority herein conferred or agreed to be conferred shall survive the
death, incapacity or dissolution of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as otherwise stated in the
Prospectus, this tender for exchange of Old Notes is irrevocable.
_______________________________________________________________________________
SIGN HERE TO TENDER YOUR OLD NOTES
X______________________________________________________________________________
X______________________________________________________________________________
SIGNATURE(S) OF OWNER(S)
Dated:__________________________, 2002
Must be signed by the Holder(s) exactly as name(s) appear(s) on
certificate(s) representing the Old Notes or on a security position listing or
by person(s) authorized to become registered Old Note Holder(s) by certificates
and documents transmitted herewith.
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Name(s)________________________________________________________________________
_______________________________________________________________________________
(PLEASE TYPE OR PRINT)
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please provide the following information. (See
Instruction 6.)
Capacity (full title):_________________________________________________________
_______________________________________________________________________________
Address:_______________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
Principal place of business (if different from address listed above):
_______________________________________________________________________________
Area Code and Telephone No.: ( ): _______________________________________
Tax Identification or Social Security Nos.: ___________________________________
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF
TRANSMITTAL.
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GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
Authorized Signature:_________________________________________________________
Name and Title:_______________________________________________________________
______________________________________________________________________________
(PLEASE TYPE OR PRINT)
Name of Firm:_________________________________________________________________
Address:______________________________________________________________________
Area Code and Telephone No.:__________________________________________________
Dated:________________________________________________________________________
______________________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
which is (1) a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., (2) a commercial bank or trust
company having an office or correspondent in the United States, or (3) an
Eligible Institution that is a member of one of the following recognized
Signature Guarantee Programs:
(a) The Securities Transfer Agents Medallion Program (STAMP);
(b) The New York Stock Exchange Medallion Signature Program (MSP); or
(c) The Stock Exchange Medallion Program (SEMP).
Signatures on this Letter of Transmittal need not be guaranteed (i) if
this Letter of Transmittal is signed by the Holder(s) of the Old Notes tendered
herewith and such Holder(s) have not completed the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (ii) if such Old Notes are tendered for the
account of an Eligible Institution. In all other cases, all signatures must be
guaranteed by an Eligible Institution.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by Holders if
certificates representing Old Notes are to be forwarded herewith. All physically
delivered Old Notes, as well as a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) and any other required
documents, must be received by the Exchange Agent at its address set forth
herein prior to the Expiration Date or the tendering holder must comply with the
guaranteed delivery procedures set forth in the Prospectus. Delivery of the
documents to DTC does not constitute delivery to the Exchange Agent.
The method of delivery of Old Notes, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the Holder. Except as otherwise provided below, the delivery will be deemed made
only when actually received or confirmed by the Exchange Agent. Instead of
delivery by mail, it is recommended that Holders use an overnight or hand
delivery service, properly insured. In all cases, sufficient time should be
allowed to assure delivery to the Exchange Agent before the Expiration Date.
Neither this Letter of Transmittal nor any Old Notes should be sent to the
Company. Holders may request their respective brokers, dealers, commercial
banks, trust companies or nominees to effect the above transactions for such
Holders.
Holders of Old Notes who elect to tender Old Notes and (i) whose Old Notes
are not immediately available or (ii) who cannot deliver the Old Notes, this
Letter of Transmittal or other required documents to the Exchange Agent prior
the Expiration Date must tender their Old Notes according to the guaranteed
delivery procedures set forth in the Prospectus. Holders may have such tender
effected if:
(a) such tender is made through an Eligible Institution;
(b) prior to 5:00 p.m., New York City time, on the Expiration Date, the
Exchange Agent has received from such Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery, setting
forth the name and address of the Holder, the certificate number(s)
(if applicable) of such Old Notes and the principal amount of Old
Notes tendered for exchange, stating that tender is being made
thereby and guaranteeing that, within three New York Stock Exchange
trading days after the Expiration Date, this Letter of Transmittal
(or facsimile thereof), together with the certificate(s) representing
such Old Notes (or a Book-Entry Confirmation), in proper form for
transfer, and any other documents required by this Letter of
Transmittal, will be deposited by such Eligible Institution with the
Exchange Agent; and
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(c) a properly executed Letter of Transmittal (or facsimile thereof), as
well as the certificate(s) for all tendered Old Notes in proper form
for transfer or a Book-Entry Confirmation, together with any other
documents required by this Letter of Transmittal, are received by the
Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date.
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or facsimile
thereof), waive any right to receive notice of the acceptance of their Old Notes
for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Old Notes" above is inadequate, the certificate numbers and
principal amounts of the Old Notes being tendered should be listed on a separate
signed schedule affixed hereto.
4. WITHDRAWALS. A tender of Old Notes may be withdrawn at any time prior
to the Expiration Date by delivery of written notice of withdrawal (or facsimile
thereof) to the Exchange Agent at the address set forth on the cover of this
Letter of Transmittal or, if Old Notes have been tendered through ATOP, by
following the ATOP withdrawal procedures. To be effective, a notice of
withdrawal of Old Notes must (i) specify the name of the person who tendered the
Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be
withdrawn (including the certificate number(s) and aggregate principal amount of
such Old Notes), and (iii) be signed by the Holder in the same manner as the
original signature on the Letter of Transmittal by which such Old Notes were
tendered (including any required signature guarantees). 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 Old Notes so withdrawn will thereafter
be deemed not validly tendered for purposes of the Exchange Offer, and no
Exchange Notes will be issued with respect thereto unless the Old Notes so
withdrawn are validly retendered. Properly withdrawn Old Notes may be retendered
by following one of the procedures described in the section of the Prospectus
entitled "The Exchange Offer--Procedures for Tendering Old Notes" at any time
prior to the Expiration Date.
5. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral
multiples of $1,000 principal amount. If a tender for exchange is to be made
with respect to less than the entire principal amount of any Old Notes, fill in
the principal amount of Old Notes which are tendered for exchange in column (4)
of the box entitled "Description of Old Notes," as more fully described in the
footnotes thereto. In the case of a partial tender for exchange, a new
certificate, in fully registered form, for the remainder of the principal amount
of the Old Notes, will be sent to the Holders (unless otherwise indicated in the
appropriate box on this Letter of Transmittal) as promptly as practicable after
the expiration or termination of the Exchange Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, POWERS OF ATTORNEY AND
ENDORSEMENTS.
(a) The signature(s) of the Holder on this Letter of Transmittal must
correspond with the name(s) as written on the face of the Old Notes
without alternation, enlargement or any change whatsoever.
(b) If tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
(c) 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 of Transmittal and any
necessary or required documents as there are different registrations
or certificates.
(d) When this Letter of Transmittal is signed by the Holder listed and
transmitted hereby, no endorsements of Old Notes or bond powers are
required. If, however, Old Notes not tendered or not accepted, are to
be issued or returned in the name of a person other than the Holder,
then the Old Notes transmitted hereby must be endorsed or accompanied
by a properly completed bond power, in a form satisfactory to the
Company, in either case signed exactly as the name(s) of the
Holder(s) appear(s) on the Old Notes. Signatures on such Old Notes or
bond powers must be guaranteed by an Eligible Institution (unless
signed by an Eligible Institution). See Instruction 1.
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(e) If this Letter of Transmittal or Old Notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when
signing, and unless waived by the Company, evidence satisfactory to
the Company of their authority to so act must be submitted with this
Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person other than the
Holder listed, the Old Notes must be endorsed or accompanied by a
properly completed bond power, in either case signed by such Holder
exactly as the name(s) of the Holder appear(s) on the certificates.
Signatures on such Old Notes or bond powers must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the Company
will pay all transfer taxes, if any, applicable to the exchange of Old Notes
pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any
reason other than the exchange of Old Notes pursuant to the Exchange Offer, then
the amount of such transfer taxes (whether imposed on the Holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemptions therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the Exchange Notes are
to be issued, or if any Old Notes not tendered for exchange are to be issued or
sent to someone other than the Holder or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Holders of Old Notes tendering Old Notes by book-entry transfer may request that
Old Notes not accepted be credited to such account maintained at DTC as such
Holder may designate.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), compliance with conditions, acceptance and
withdrawal of tendered Old Notes will be determined by the Company in its sole
discretion, which determination shall be final and binding. The Company reserves
the absolute right to reject any and all Old Notes not properly tendered or any
Old Notes the Company's acceptance of which would, in the opinion of counsel for
the Company, be unlawful. The Company also reserves the right to waive any
defects, irregularities or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company shall determine. Although the Company intends to notify Holders of
defects or irregularities with respect to tenders of Old Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Old Notes will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any Old Notes received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive, amend or modify certain of the specified conditions as described under
"The Exchange Offer -- Conditions to the Exchange Offer" in the Prospectus in
the case of any Old Notes tendered (except as otherwise provided in the
Prospectus).
11. 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 herein for further instructions.
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests for
information, questions related to the procedures for tendering or for additional
copies of the Prospectus and this Letter of Transmittal may be directed to the
Exchange Agent at the address or telephone number set forth on the cover of this
Letter of Transmittal.
IMPORTANT: EXCEPT FOR HOLDERS TENDERING OLD NOTES THROUGH ATOP, THIS
LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) TOGETHER WITH CERTIFICATES, OR
CONFIRMATION OF BOOK-ENTRY OR THE NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER
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REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE
EXPIRATION DATE.
IMPORTANT INFORMATION
Under current federal income tax law, a Holder whose tendered Old Notes
are accepted for exchange may be subject to backup withholding unless the Holder
provides the Company (as payor), through the Exchange Agent, with either (i)
such Holder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 attached hereto, 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 Internal Revenue Service that he or she is subject to
backup withholding as a result of a failure to report all interest or dividends
or (B) the Internal Revenue Service has notified the Holder that he or she is no
longer subject to backup withholding; or (ii) an adequate 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 taxpayer identification number, the Holder may be subject to certain
penalties imposed by the Internal Revenue Service.
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 Substitute
Form W-9. A foreign individual may qualify as an exempt recipient by submitting
to the Exchange Agent a properly completed Internal Revenue Service Form W-8
(which the Exchange Agent will provide upon request) signed under penalty of
perjury, attesting to the Holder's exempt status. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 (the
"Guidelines") for additional instructions.
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 Internal Revenue Service.
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
Old Notes. If the Old Notes are held in more than one name or are not held in
the name of the actual owner, consult the enclosed Guidelines for additional
guidance regarding which number to report.
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PAYOR'S NAME: WELLS FARGO BANK MINNESOTA, N.A.
- ---------------------------------------------------- -------------------------------------- -----------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN Social Security Number
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY OR
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE SIGNING AND DATING BELOW Employer Identification Number
- ---------------------------------------------------- -------------------------------------- -----------------------------------
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER PART 2 -- Certification Under PART 3 --
(TIN) AND CERTIFICATION Penalties of Perjury, I certify that:
Awaiting TIN / /
(1) The number shown on
this form is my current
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
failure to report all
interest or dividends, or
the IRS has notified me
that I am no longer subject
to backup withholding.
- ---------------------------------------------------- --------------------------------------------------------------------------
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 underreporting interest or dividends on
your tax return. However, if after being notified by
the IRS that you are subject to backup withholding
you receive another notification from the IRS stating
that you are no longer subject to backup withholding,
do not cross out item (2).
Signature_____________________________________________
Date__________________________________________________
Name__________________________________________________
Address_______________________________________________
City, State Zip Code_________________________________
- ---------------------------------------------------- --------------------------------------------------------------------------
- --------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
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PAYOR'S NAME: WELLS FARGO BANK MINNESOTA, N.A.
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 within sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide such a number.
Signature Date
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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