EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR TENDER OF ANY AND ALL OUTSTANDING
9 7/8% SERIES A SENIOR NOTES DUE 2009 AND
ANY AND ALL 12 1/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2012
OF
DEX MEDIA EAST LLC
DEX MEDIA EAST FINANCE CO.
PURSUANT TO THE PROSPECTUS DATED ___________, 2003
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON ______, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE").
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By Mail: The Exchange Agent for the Exchange Offer is: By Hand/Overnight Delivery:
U.S. BANK NATIONAL ASSOCIATION
By Facsimile Transmission:
U.S. Bank National Association (for eligible institutions only) U.S. Bank National Association
180 East 5th Street (651) 244-1537 180 East 5th Street
St. Paul, MN 55101 St. Paul, MN 55101
Attn: Specialized Finance Dept. Confirm by Telephone: Attn: Specialized Finance Dept.
(800) 934-6802
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
The undersigned hereby acknowledges receipt of the prospectus, dated
________, 2003, of Dex Media East LLC, a Delaware limited liability company
("Dex Media East"), and Dex Media East Finance Co., a Delaware corporation
("Dex East Finance," and, together with Dex Media East, the "Issuers"), which,
together with this letter of transmittal, constitute the Issuers' offer to
exchange $1,000 principal amount of their 9 7/8% Series B Senior Notes due 2009
(the "Senior Exchange Notes") and $1,000 principal amount of their 12 1/8%
Series B Senior Subordinated Notes due 2012 (the "Senior Subordinated Exchange
Notes," and, together with the Senior Exchange Notes, the "Exchange Notes"),
all of which have been registered under the Securities Act of 1933, as amended,
for each $1,000 principal amount of their outstanding 9 7/8% Series A Senior
Notes due 2009 (the "Outstanding Senior Notes"), of which $450,000,000
aggregate principal amount is outstanding, and for each $1,000 principal amount
of their outstanding 12 1/8% Series A Senior Subordinated Notes due 2012 (the
"Outstanding Senior Subordinated Notes," and, together with the Outstanding
Senior Notes, the "Outstanding Notes"), of which $525,000,000 aggregate
principal amount is outstanding, respectively.
IF YOU DESIRE TO EXCHANGE YOUR 9 7/8% SERIES A SENIOR NOTES DUE 2009 FOR
AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF 9 7/8% SERIES B SENIOR NOTES DUE 2009,
YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR NOTES TO THE EXCHANGE
AGENT PRIOR TO THE EXPIRATION DATE.
IF YOU DESIRE TO EXCHANGE YOUR 12 1/8% SERIES A SENIOR SUBORDINATED NOTES
DUE 2012 FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF 12 1/8% SERIES B SENIOR
SUBORDINATED NOTES DUE 2012, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW)
YOUR NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE
READ THE INSTRUCTIONS SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER
OF TRANSMITTAL.
This letter of transmittal is to be completed by holders of the Issuers'
Outstanding Notes either if certificates representing such notes are to be
forwarded herewith or, unless an agent's message is utilized, tenders of such
notes are to be made by book-entry transfer to an account maintained by the
exchange agent at The Depository Trust Company pursuant to the procedures set
forth in the prospectus under the heading "The Exchange Offer--Book-Entry
Transfer."
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 that are tendering by book-entry transfer to the exchange agent's
account at DTC can execute the tender though the DTC Automated Tender Offer
Program, for which the exchange offer is eligible. DTC participants that are
tendering pursuant to the exchange offer must transmit their acceptance through
the Automated Tender Offer Program to DTC, which will edit and verify the
acceptance and send an agent's message to the exchange agent for its
acceptance.
In order to properly complete this letter of transmittal, a holder of
Outstanding Notes must:
o complete the box(es) entitled "Description of Outstanding Senior
Notes" and/or "Description of Outstanding Senior Subordinated Notes,"
as applicable,
o if appropriate, check and complete the boxes relating to guaranteed
delivery, "Special Issuance Instructions" and "Special Delivery
Instructions,"
o sign the letter of transmittal, and
o complete Substitute Form W-9.
If a holder desires to tender notes pursuant to the exchange offer and (1)
certificates representing such notes are not immediately available, (2) time
will not permit this letter of transmittal, certificates representing such
notes or other required documents to reach the exchange agent on or prior to
the expiration date, or (3) the procedures for book-entry transfer (including
delivery of an agent's message) cannot be completed on or prior to the
expiration date, such holder may nevertheless tender such notes with the effect
that such tender will be deemed to have been received on or prior to the
expiration date if the guaranteed delivery procedures described in the
prospectus under "The Exchange Offer--Guaranteed Delivery Procedures" are
followed. See Instruction 1 below.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS,
AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL OR
CHECKING ANY BOX BELOW. The instructions included with this letter of
transmittal must be followed. Questions and requests for assistance or for
additional copies of the prospectus and this letter of transmittal, the Notice
of Guaranteed Delivery and related documents may be directed to U.S. Bank
National Association, at the address and telephone number set forth on the
cover page of this letter of transmittal. See instruction 11 below.
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List below the Outstanding Notes to which this letter of transmittal
relates. If the space provided is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this letter of transmittal. Tenders of Outstanding Notes will be accepted only
in principal amounts equal to $1,000 or integral multiples of $1,000.
DESCRIPTION OF OUTSTANDING SENIOR NOTES
AGGREGATE
NAME(S) AND ADDRESS(ES) OF PRINCIPAL PRINCIPAL
REGISTERED HOLDER(S) CERTIFICATE AMOUNT AMOUNT
(PLEASE FILL IN) NUMBER(S)* REPRESENTED** TENDERED**
TOTAL PRINCIPAL
AMOUNT OF OUTSTANDING
SENIOR NOTES
* Need not be completed by holders delivering by book-entry transfer (see
below).
** Unless otherwise indicated in the column "Principal Amount Tendered" and
subject to the terms and conditions of the exchange offer, the holder will
be deemed to have tendered the entire aggregate principal amount
represented by each note listed above and delivered to the exchange agent.
See Instruction 4.
DESCRIPTION OF OUTSTANDING SENIOR SUBORDINATED NOTES
AGGREGATE
NAME(S) AND ADDRESS(ES) OF PRINCIPAL PRINCIPAL
REGISTERED HOLDER(S) CERTIFICATE AMOUNT AMOUNT
(PLEASE FILL IN) NUMBER(S)* REPRESENTED** TENDERED**
TOTAL PRINCIPAL
AMOUNT OF OUTSTANDING
SENIOR NOTES
* Need not be completed by holders delivering by book-entry transfer (see
below).
** Unless otherwise indicated in the column "Principal Amount Tendered" and
subject to the terms and conditions of the exchange offer, the holder will
be deemed to have tendered the entire aggregate principal amount
represented by each note listed above and delivered to the exchange agent.
See Instruction 4.
3
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES BELOW
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED OUTSTANDING SENIOR NOTES ARE
ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED SENIOR NOTES ARE BEING DELIVERED BY BOOK- ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ---------------------------------------------
Account Number with DTC: ---------------------------------------------------
Transaction Code Number: ---------------------------------------------------
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s): -------------------------------------------
Window Ticket Number(s) (if any): ------------------------------------------
Date of Execution of the Notice of Guaranteed Delivery: --------------------
Name of Eligible Institution that Guaranteed Delivery: ---------------------
If delivered by Book-Entry Transfer, complete the following:
Name of Tendering Institution: ---------------------------------------------
Account Number at DTC: -----------------------------------------------------
Transaction Code Number: ---------------------------------------------------
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED OUTSTANDING SENIOR SUBORDINATED
NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED SENIOR SUBORDINATED NOTES ARE BEING DELIVERED BY
BOOK- ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ---------------------------------------------
Account Number with DTC: ---------------------------------------------------
Transaction Code Number: ---------------------------------------------------
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED SENIOR SUBORDINATED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s): -------------------------------------------
Window Ticket Number(s) (if any): ------------------------------------------
Date of Execution of the Notice of Guaranteed Delivery: --------------------
Name of Eligible Institution that Guaranteed Delivery: ---------------------
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If delivered by Book-Entry Transfer, complete the following:
Name of Tendering Institution: ---------------------------------------------
Account Number at DTC: -----------------------------------------------------
Transaction Code Number: ---------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED YOUR TENDERED NOTES FOR
YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND
10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ----------------------------------------------------------------------
Address: -------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the exchange offer, the
undersigned hereby tenders to the Issuers the principal amount of Outstanding
Notes described above. Subject to, and effective upon, the acceptance for
exchange of the Outstanding Notes tendered herewith, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Issuers all right,
title and interest in and to such Outstanding Notes.
The undersigned hereby irrevocably constitutes and appoints the exchange
agent as the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that the exchange agent also acts as the agent of the
Issuers and as trustee under the indentures relating to the Outstanding Notes)
with respect to such tendered notes, with full power of substitution and
resubstitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the prospectus, to (1) deliver certificates representing such tendered notes,
or transfer ownership of such notes, on the account books maintained by DTC,
and to deliver all accompanying evidence of transfer and authenticity to, or
upon the order of, the Issuers upon receipt by the exchange agent, as the
undersigned's agent, of the Exchange Notes to which the undersigned is entitled
upon the acceptance by the Issuers of such Outstanding Notes for exchange
pursuant to the exchange offer, (2) receive all benefits and otherwise to
exercise all rights of beneficial ownership of such Outstanding Notes, all in
accordance with the terms and conditions of the exchange offer, and (3) present
such Outstanding Notes for transfer, and transfer such Outstanding Notes, on
the relevant security register.
The undersigned hereby represents and warrants that the undersigned (1)
owns the notes tendered and is entitled to tender such notes, and (2) has full
power and authority to tender, sell, exchange, assign and transfer the
Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of
such tendered notes, and that, when the same are accepted for exchange, the
Issuers will acquire good, marketable and unencumbered title to the tendered
notes, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim or right or restriction or proxy of any kind.
The undersigned also warrants that it will, upon request, execute and deliver
any additional documents deemed by the exchange agent or the Issuers to be
necessary or desirable to complete the sale, exchange, assignment and transfer
of tendered notes or to transfer ownership of such notes on the account books
maintained by DTC.
The undersigned understands that tenders of the Outstanding Notes pursuant
to any one of the procedures described in the prospectus under the caption "The
Exchange Offer--Procedures for Tendering" and in the instructions to this letter
of transmittal will, upon the Issuers' acceptance of the notes for exchange,
constitute a binding agreement between the undersigned and the Issuers in
accordance with the terms and subject to the conditions of the exchange offer.
The exchange offer is subject to the conditions set forth in the
prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Issuers) as more particularly set
forth in the prospectus, the Issuers may not be required to exchange any of the
Outstanding Notes tendered by this letter of transmittal and, in such event,
the Outstanding Notes not exchanged will be returned to the undersigned at the
address shown below the signature of the undersigned.
Unless a box under the heading "Special Issuance Instructions" is checked,
by tendering Outstanding Notes and executing this letter of transmittal, the
undersigned hereby represents and warrants that:
(i) the undersigned or any beneficial owner of the Outstanding Notes
is acquiring the Exchange Notes in the ordinary course of business of the
undersigned (or such other beneficial owner);
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(ii) neither the undersigned nor any beneficial owner is engaging in
or intends to engage in a distribution of the Exchange Notes within the
meaning of the federal securities laws;
(iii) neither the undersigned nor any beneficial owner has an
arrangement or understanding with any person or entity to participate in a
distribution of the Exchange Notes;
(iv) neither the undersigned nor any beneficial owner is an
"affiliate" of the Issuers or the guarantor within the meaning of Rule 405
under the Securities Act of 1933. Upon request by the Issuers, the
undersigned or such beneficial owner will deliver to the Issuers a legal
opinion confirming it is not such an affiliate;
(v) if the undersigned or any beneficial owner is a resident of the
State of California, if falls under the self-executing institutional
investor exemption set forth under Section 25102(i) of the Corporate
Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the
California Blue Sky Regulations;
(vi) if the undersigned or any beneficial owner is a resident of the
Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Sections 203(c), 102(d)
and (k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the
Pennsylvania Blue Sky Regulations and an interpretive opinion dated
November 16, 1985;
(vii) the undersigned and each beneficial owner acknowledges and agrees
that any person who is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, or is participating in the exchange offer
for the purpose of distributing the Exchange Notes, must comply with the
registration and delivery requirements of the Securities Act in connection
with a secondary resale transaction of the Exchange Notes or interests
therein acquired by such person and cannot rely on the position of the
staff of the Securities and Exchange Commission (the "SEC") set forth in
certain no-action letters;
(viii) the undersigned and each beneficial owner understands that a
secondary resale transaction described in clause (vii) above and any
resales of Exchange Notes or interests therein obtained by such holder in
exchange for Outstanding Notes or interests therein originally acquired by
such holder directly from the Issuers should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K or the
SEC; and
(ix) the undersigned is not acting on behalf of any person or entity
who could not truthfully make the foregoing representations.
If the undersigned is a broker-dealer that will receive offered notes for
its own account in exchange for Outstanding 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 the Securities
Act in connection with any resale of such offered notes, however, by so
acknowledging and delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
If the undersigned is a broker-dealer and Outstanding Notes held for its own
account were not acquired as a result of market-making or other trading
activities, such Outstanding Notes cannot be exchange pursuant to the exchange
offer.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death, bankruptcy or incapacity of the
undersigned and every obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, executors, administrators,
successors, assigns, trustees in bankruptcy and other legal representatives of
the undersigned.
Tendered Outstanding Notes may be withdrawn at any time prior to 5:00
p.m., New York City time on _____, 2003 or on such later date or time to which
the Issuers may extend the exchange offer.
Unless otherwise indicated herein under the box entitled "Special Issuance
Instructions" below, Exchange Notes, and Outstanding Notes not tendered or
accepted for exchange, will be issued in the name of the undersigned.
Similarly, unless otherwise indicated under the box entitled "Special
7
Delivery Instructions" below, Exchange Notes, and Outstanding Notes not
tendered or accepted for exchange, will be delivered to the undersigned at the
address shown below the signature of the undersigned. In the case of a
book-entry delivery of notes, the exchange agent will credit the account
maintained by DTC with any notes not tendered. The undersigned recognizes that
the Issuers have no obligation pursuant to the "Special Issuance Instructions"
to transfer any Outstanding Notes from the name of the registered holder
thereof if the Issuers do not accept for exchange any of the principal amount
of such Outstanding Notes so tendered.
The Exchange Notes will bear interest from the most recent interest
payment date to which interest has been paid on the Outstanding Notes, or if no
interest has been paid, from November 8, 2002. Interest on the Outstanding
Notes accepted for exchange will cease to accrue upon the issuance of the
Exchange Notes.
8
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PLEASE SIGN HERE
(To Be Completed By All Tendering Holders
of Outstanding Notes)
This letter of transmittal must be signed by the registered holder(s) of
Outstanding Notes exactly as their name(s) appear(s) on certificate(s) for
Outstanding Notes or on a security position listing, or by person(s) authorized
to become registered holder(s) by endorsements and documents transmitted with
this letter of transmittal, including such opinions of counsel, certifications
and other information as may be required by the Issuers or the trustee for the
Outstanding Notes to comply with the restrictions on transfer applicable to the
Outstanding Notes. If the signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under "Capacity" and submit evidence satisfactory to the exchange agent of such
person's authority to so act. See Instruction 5 below. If the signature
appearing below is not of the registered holder(s) of the Outstanding Notes,
then the registered holder(s) must sign a valid power of attorney.
X -----------------------------------------------------------------------------
X -----------------------------------------------------------------------------
Signature(s) of Holder(s) or Authorized Signatory
Dated: _______________, 2003
Name(s): ----------------------------------------------------------------------
Capacity: ---------------------------------------------------------------------
Address: ----------------------------------------------------------------------
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(Zip Code)
Area Code and Telephone No.: --------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 2 AND 5 BELOW)
Certain Signatures Must be Guaranteed by a Signature Guarantor
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(Name of Signature Guarantor Guaranteeing Signatures)
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(Address (including zip code) and Telephone Number (including area code) of
Firm)
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(Authorized Signature)
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(Printed Name)
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(Title)
Dated:________________, 2003
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9
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH 7)
To be completed ONLY if (i) certificates for Outstanding Notes in a principal
amount not tendered are to be issued in the name of, or Exchange Notes issued
pursuant to the exchange offer are to be issued in the name of, someone other
than the person or persons whose name(s) appear(s) within this letter of
transmittal or issued to an address different from that shown in the boxes
entitled "Description of Outstanding Senior Notes" and "Description of
Outstanding Senior Subordinated Notes" within this letter of transmittal, (ii)
Outstanding Notes not tendered, but represented by certificates tendered by this
letter of transmittal, are to be returned by credit to an account maintained at
DTC other than the account indicated above or Telephone (iii) Exchange Notes
issued pursuant to the exchange offer are to be issued by book-entry transfer to
an account maintained at DTC other than the account indicated above.
Issue:
[ ] Exchange Notes, to:
[ ] Outstanding Notes, to:
Name(s) ------------------------------------------------------------------------
Address ------------------------------------------------------------------------
Telephone Number: --------------------------------------------------------------
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
DTC Account Number: ------------------------------------------------------------
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH 7)
To be completed ONLY if certificates for Outstanding Notes in a principal amount
not tendered, or Exchange Notes, are to be sent to someone other than the person
or persons whose name(s) appear(s) within this letter of transmittal to an
address different from that shown in the boxes entitled "Description of
Outstanding Senior Notes" and/or "Description of Outstanding Senior Subordinated
Notes" within this letter of transmittal.
Deliver:
[ ] Exchange Notes, to:
[ ] Outstanding Notes, to:
Name(s) ------------------------------------------------------------------------
Address ------------------------------------------------------------------------
Telephone Number: --------------------------------------------------------------
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
Is this a permanent address change?
(check one box)
[ ] Yes [ ] No
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10
INSTRUCTIONS TO LETTER OF TRANSMITTAL
(FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER)
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES. This letter of
transmittal is to be completed by holders of Outstanding Notes if certificates
representing such notes are to be forwarded herewith, or, unless an agent's
message is utilized, if tender is to be made by book-entry transfer to the
account maintained by DTC, pursuant to the procedures set forth in the
prospectus under "The Exchange Offer--Procedures for Tendering." For a holder
to properly tender notes pursuant to the exchange offer, a properly completed
and duly executed letter of transmittal (or a manually signed facsimile
thereof), together with any signature guarantees and any other documents
required by these Instructions, or a properly transmitted agent's message in
the case of a book entry transfer, must be received by the exchange agent at
its address set forth herein on or prior to the expiration date, and either (1)
certificates representing such notes must be received by the exchange agent at
its address, or (2) such notes must be transferred pursuant to the procedures
for book-entry transfer described in the prospectus under "The Exchange
Offer--Book-Entry Transfer" and a book-entry confirmation must be received by
the exchange agent on or prior to the expiration date. A holder who desires to
tender notes and who cannot comply with procedures set forth herein for tender
on a timely basis or whose notes are not immediately available must comply with
the guaranteed delivery procedures discussed below.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE
RISK OF THE HOLDER AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN ACTUALLY
RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR
SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION
OF THE EXCHANGE OFFER AND PROPER INSURANCE SHOULD BE OBTAINED. HOLDERS MAY
REQUEST THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO
EFFECT THESE TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND ANY NOTE,
LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENT TO THE ISSUERS.
If a holder desires to tender notes pursuant to the exchange offer and (1)
certificates representing such notes are not immediately available, (2) time
will not permit such holder's letter of transmittal, certificates representing
such notes or other required documents to reach the exchange agent on or prior
to the expiration date, or (3) the procedures for book-entry transfer
(including delivery of an agent's message) cannot be completed on or prior to
the expiration date, such holder may nevertheless tender such notes with the
effect that such tender will be deemed to have been received on or prior to the
expiration date if the guaranteed delivery procedures set forth in the
prospectus under "The Exchange Offer--Guaranteed Delivery Procedures" are
followed. Pursuant to such procedures, (1) the tender must be made by or
through an eligible guarantor institution (as defined below), (2) a properly
completed and duly executed notice of guaranteed delivery, substantially in the
form provided by the Issuers herewith, or an agent's message with respect to a
guaranteed delivery that is accepted by the Issuers, must be received by the
exchange agent on or prior to the expiration date, and (3) the certificates for
the tendered notes, in proper form for transfer (or a book-entry confirmation
of the transfer of such notes into the exchange agent's account at DTC as
described in the prospectus) together with a letter of transmittal (or manually
signed facsimile thereof) properly completed and duly executed, with any
required signature guarantees and any other documents required by the letter of
transmittal, or a properly transmitted agent's message, must be received by the
exchange agent within three New York Stock Exchange, Inc. trading days after
the execution of the notice of guaranteed delivery.
The notice of guaranteed delivery may be delivered by hand or transmitted
by facsimile or mail to the exchange agent and must include a guarantee by an
eligible guarantor institution in the form set forth in the notice of
guaranteed delivery. For Outstanding Notes to be properly tendered
11
pursuant to the guaranteed delivery procedure, the exchange agent must receive
a notice of guaranteed delivery prior to the expiration date. As used herein
and in the prospectus, "eligible guarantor institution" means a firm or other
entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible
guarantor institution," including (as such terms are defined therein): (i) a
bank; (ii) a broker, dealer, municipal securities broker or dealer or
government securities broker or dealer; (iii) a credit union; (iv) a national
securities exchange, registered securities association or clearing agency; or
(v) a savings association that is a participant in a Securities Transfer
Association.
2. GUARANTEE OF SIGNATURES. Signatures on this letter of transmittal must
be guaranteed by a member of or participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange, Inc. Medallion Signature
Program or the Stock Exchange Medallion Program or by an eligible guarantor
institution unless the notes tendered hereby are tendered (1) by a registered
holder of notes (or by a participant in DTC whose name appears on a security
position listing as the owner of such notes) who has signed this letter of
transmittal and who has not completed any of the boxes entitled "Special
Issuance Instructions" or "Special Delivery Instructions," on the letter of
transmittal, or (2) for the account of an eligible guarantor institution. If
the notes are registered in the name of a person other than the signer of the
letter of transmittal or if notes not tendered are to be returned to, or are to
be issued to the order of, a person other than the registered holder or if
notes not tendered are to be sent to someone other than the registered holder,
then the signature on this letter of transmittal accompanying the tendered
notes must be guaranteed as described above. Beneficial owners whose notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if they desire to tender notes. See "The Exchange
Offer--Procedures for Tendering" in the prospectus.
3. WITHDRAWAL OF TENDERS. Except as otherwise provided in the prospectus,
tenders of notes may be withdrawn at any time on or prior to the expiration
date. For a withdrawal of tendered notes to be effective, a written,
telegraphic or facsimile transmission notice of withdrawal must be received by
the exchange agent on or prior to the expiration date at its address set forth
on the cover of this letter of transmittal. Any such notice of withdrawal must
(1) specify the name of the person who tendered the notes to be withdrawn, (2)
identify the notes to be withdrawn, including the certificate number or numbers
shown on the particular certificates evidencing such notes (unless such notes
were tendered by book-entry transfer), the aggregate principal amount
represented by such notes and the name of the registered holder of such notes,
if different from that of the person who tendered such notes, (3) be signed by
the holder of such notes in the same manner as the original signature on the
letter of transmittal by which such notes were tendered (including any required
signature guarantees), or be accompanied by (i) documents of transfer
sufficient to have the trustee register the transfer of the notes into the name
of the person withdrawing such notes, and (ii) a properly completed irrevocable
proxy authorizing such person to effect such withdrawal on behalf of such
holder (unless the notes were tendered by book entry transfer), and (4) specify
the name in which any such notes are to be registered, if different from that
of the registered holder. If the notes were tendered pursuant to the procedures
for book-entry transfer sent forth in "The Exchange Offer--Procedures for
Tendering Outstanding Notes," the notice of withdrawal must specify the name
and number of the account at DTC to be credited with the withdrawal of
Outstanding Notes and must otherwise comply with the procedures of DTC. If the
notes to be withdrawn have been delivered or otherwise identified to the
exchange agent, a signed notice of withdrawal is effective immediately upon
written or facsimile notice of such withdrawal even if physical release is not
yet effected.
Any permitted withdrawal of notes may not be rescinded. Any notes properly
withdrawn will thereafter be deemed not validly tendered for purposes of the
exchange offer. However, properly withdrawn notes may be retendered by
following one of the procedures described in the prospectus under the caption
"The Exchange Offer--Procedures for Tendering Outstanding Notes" at any time
prior to the expiration date.
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Issuers, in their
sole discretion, which determination shall be final
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and binding on all parties. Neither of the Issuers, any affiliates of the
Issuers, the exchange agent or any other person shall be under any duty to give
any notification of any defects or irregularities in any notice of withdrawal
or incur any liability for failure to give any such notification.
4. PARTIAL TENDERS. Tenders of notes pursuant to the exchange offer will
be accepted only in principal amounts equal to $1,000 or integral multiples of
$1,000. If less than the entire principal amount of any notes evidenced by a
submitted certificate is tendered, the tendering holder must fill in the
principal amount tendered in the last column of the box entitled "Description
of Outstanding Senior Notes" or "Description of Outstanding Senior Subordinated
Notes" herein, as applicable. The entire principal amount represented by the
certificates for all notes delivered to the exchange agent will be deemed to
have been tendered unless otherwise indicated. If the entire principal amount
of all notes held by the holder is not tendered, new certificates for the
principal amount of notes not tendered and Exchange Notes issued in exchange
for any notes tendered and accepted will be sent (or, if tendered by book-entry
transfer, returned by credit to the account at DTC designated herein) to the
holder unless otherwise provided in the appropriate box on this letter of
transmittal (see Instruction 6), as soon as practicable following the
expiration date.
5. SIGNATURE ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this letter of transmittal is signed by the
registered holder(s) of the Outstanding Notes tendered hereby, the signature
must correspond exactly with the name(s) as written on the face of certificates
without alteration, enlargement or change whatsoever. If this letter of
transmittal is signed by a participant in DTC whose name is shown as the owner
of the notes tendered hereby, the signature must correspond with the name shown
on the security position listing the owner of the notes.
If any of the notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this letter of transmittal.
If any tendered notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many copies
of this letter of transmittal and any necessary accompanying documents as there
are different names in which certificates are held.
If this letter of transmittal is signed by the holder, and the
certificates for any principal amount of notes not tendered are to be issued
(or if any principal amount of notes that is not tendered is to be reissued or
returned) to or, if tendered by book-entry transfer, credited to the account of
DTC of the registered holder, and Exchange Notes exchanged for Outstanding
Notes in connection with the exchange offer are to be issued to the order of
the registered holder, then the registered holder need not endorse any
certificates for tendered notes nor provide a separate bond power. In any other
case (including if this letter of transmittal is not signed by the registered
holder), the registered holder must either properly endorse the certificates
for notes tendered or transmit a separate properly completed bond power with
this letter of transmittal (in either case, executed exactly as the name(s) of
the registered holder(s) appear(s) on such notes, and, with respect to a
participant in DTC whose name appears on a security position listing as the
owner of notes, exactly as the name(s) of the participant(s) appear(s) on such
security position listing), with the signature on the endorsement or bond power
guaranteed by a signature guarantor or an eligible guarantor institution,
unless such certificates or bond powers are executed by an eligible guarantor
institution, and must also be accompanied by such opinions of counsel,
certifications and other information as the Issuers or the trustee for the
original notes may require in accordance with the restrictions on transfer
applicable to the Outstanding Notes. See Instruction 2.
Endorsements on certificates for notes and signatures on bond powers
provided in accordance with this Instruction 5 by registered holders not
executing this letter of transmittal must be guaranteed by an eligible
institution. See Instruction 2.
If this letter of transmittal or any certificates representing 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
proper evidence satisfactory to the exchange agent, in its sole discretion, of
their authority so to act must be submitted with this letter of transmittal.
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6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering holders
should indicate in the applicable box or boxes the name and address to which
notes for principal amounts not tendered or Exchange Notes exchanged for
Outstanding Notes in connection with the exchange offer are to be issued or
sent, if different from the name and address of the holder signing this letter
of transmittal. In the case of issuance in a different name, the
taxpayer-identification number of the person named must also be indicated.
Holders tendering by book-entry transfer may request that Outstanding Notes not
exchanged be credited to such accounted maintained at DTC as such holder may
designate. If no instructions are given, notes not tendered will be returned to
the registered holder of the notes tendered. For holders of notes tendered by
book-entry transfer, notes not tendered will be returned by crediting the
account at DTC designated above.
7. TAXPAYER IDENTIFICATION NUMBER AND SUBSTITUTE FORM W-9. Federal income
tax law generally requires that each tendering holder is required to provide
the exchange agent with its correct taxpayer identification number, which, in
the case of a holder who is an individual, is his or her social security
number. If the exchange agent is not provided with the correct taxpayer
identification number or an adequate basis for an exemption, the holder may be
subject to backup withholding in an amount equal to up to 30% of the reportable
payments made with respect to the notes and a $50 penalty imposed by the
Internal Revenue Service. If withholding results in an over-payment of taxes, a
refund may be obtained. Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
To prevent backup withholding, each holder tendering Outstanding Notes
must provide such holder's correct taxpayer identification number by completing
the Substitute Form W-9 set forth herein, certifying that the taxpayer
identification number provided is correct (or that such holder is awaiting a
taxpayer identification number), and that (i) such holder is exempt from backup
withholding, (ii) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of
failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding and that such holder is a U.S. person. Holders awaiting a taxpayer
identification number may be subject to backup withholding until a taxpayer
identification number is provided.
If the holder tending Outstanding Notes does not have a taxpayer
identification number, such holder should consult the "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
instructions on applying for a taxpayer identification number, check the
"Awaiting TIN" box on part 3 of the Substitute Form W-9, and sign and date the
Substitute Form W-9 and the Certification of Awaiting Taxpayer Identification
Number set forth herein.
If the Outstanding Notes are registered in more than one name or are not
in the name of the actual owner, consult the "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for information on which
taxpayer identification number to report.
Exempt holders tendering Outstanding Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. To prevent possible erroneous backup
withholding, an exempt holder tendering Outstanding Notes must enter its
correct taxpayer identification number in Part I of the Substitute Form W-9 and
sign and date the form. See the "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions. In
order for a nonresident alien or foreign entity to qualify as exempt, such
person must submit a completed Form W-8, "Certificate of Foreign Status,"
signed under penalty of perjury attesting to such exempt status. Such form may
be obtained from the exchange agent.
The Issuers reserve the right in their sole discretion to take whatever
steps are necessary to comply with their obligation regarding backup
withholding.
8. TRANSFER TAXES. The Issers will pay all transfer taxes, if any,
required to be paid by the Issuers in connection with the exchange of the
Outstanding Notes for the Exchange Notes. If, however, Exchange Notes, or
Outstanding Notes for principal amounts not tendered or accepted for
14
exchange, are to be delivered to, or are to be issued in the name of, any
person other than the registered holder of the Outstanding Notes tendered, or
if a transfer tax is imposed for any reason other than the exchange of the
Outstanding Notes in connection with the exchange offer, then the amount of any
transfer tax (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
the transfer taxes or exemption therefrom is not submitted with the letter of
transmittal, the amount of such transfer taxes will be billed directly to the
tendering holder.
9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. If any
certificate representing Outstanding Notes has been mutilated, lost, stolen or
destroyed, the holder should promptly contact the exchange agent at the address
indicated above. The holder will then be instructed as to the steps that must
be taken in order to replace the certificate. This letter of transmittal and
related documents cannot be processed until the procedures for replacing
mutilated, lost, stolen or destroyed certificates have been followed.
10. IRREGULARITIES. All questions as to the validity, form, eligibility,
time of receipt, acceptance and withdrawal of any tenders of notes pursuant to
the procedures described in the prospectus and the form and validity of all
documents will be determined by the Issuers, in their sole discretion, which
determination shall be final and binding on all parties. The Issuers reserve
the absolute right, in their sole and absolute discretion, to reject any or all
tenders of any notes determined by them not to be in proper form or the
acceptance of which may, in the opinion of the Issuers' counsel, be unlawful.
The Issuers also reserve the absolute right, in their sole discretion subject
to applicable law, to waive or amend any of the conditions of the exchange
offer or to waive any defect or irregularity in the tender of any particular
notes, whether or not similar defects or irregularities are waived in the case
of other tenders. The Issuers' interpretations of the terms and conditions of
the exchange offer (including, without limitation, the instructions in this
letter of transmittal) shall be final and binding. No alternative, conditional
or contingent tenders will be accepted. Unless waived, any irregularities in
connection with tenders must be cured within such time as the Issuers shall
determine. Each tendering holder, by execution of a letter of transmittal (or a
manually signed facsimile thereof), waives any right to receive any notice of
the acceptance of such tender. Tenders of such notes shall not be deemed to
have been made until such irregularities have been cured or waived. Any notes
received by the exchange agent that are not properly tendered and as to which
the irregularities have not been cured or waived will be returned by the
exchange agent to the tendering holders, unless such holders have otherwise
provided herein, promptly following the expiration date. None of the Issuers,
any of their affiliates, the exchange agent or any other person will be under
any duty to give notification of any defects or irregularities in such tenders
or will incur any liability to holders for failure to give such notification.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for assistance or additional
copies of the prospectus, this letter of transmittal and the notice of
guaranteed delivery may be directed to the exchange agent at the address and
telephone number set forth above. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the exchange offer.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK ENTRY-CONFIRMATION AND ALL
OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED
BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE
EXPIRATION DATE.
15
PAYER'S NAME: U.S. BANK NATIONAL ASSOCIATION.
- --------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT -------------------------
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING Social Security Number(s)
BELOW.
OR
-------------------------
Employer Identification
Number(s)
DEPARTMENT OF PART 2-- PART 3 --
THE TREASURY CERTIFICATION -- Under Penalties of Perjury, I certify that: Awaiting TIN
INTERNAL REVENUE (1) The number shown on this form is my correct
SERVICE taxpayer identification number (or I am waiting for a
number to be issued for me),
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I have
not been notified by the Internal Revenue Service (IRS)
that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup
withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
PAYER'S REQUEST CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 if you have
FOR TAXPAYER been notified by the IRS that you are currently subject to backup withholding
IDENTIFICATION because of underreporting interest or dividends on your tax return.
NUMBER
("TIN") AND Name ------------------------------ Address ----------------------------------------
CERTIFICATIONS (include zip code)
SIGNATURE ------------------------- DATE -----------------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO PROPERLY COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50
PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 30%
OF ANY REPORTABLE PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) 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 (2) I intend to mail
or deliver an application in the near future. I understand that until I provide
a taxpayer identification number to the payer, 30% of all reportable payments
made to me thereafter by the payer may be withheld and remitted to the IRS as
backup withholding.
SIGNATURE --------------------------------- DATE---------------------------
- --------------------------------------------------------------------------------
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