FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1
THE EXCHANGE OFFER WILL EXPIRE AT 5 P.M., EASTERN STANDARD
TIME, ON ________________________, 1996, UNLESS EXTENDED (THE "EXPIRATION
DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5 P.M., EASTERN STANDARD TIME, ON THE
EXPIRATION DATE.
ISSUER:
COMMEMORATIVE BRANDS, INC.
7211 Circle S Road
Austin, Texas 78745
Telephone: (512) 444-0571
Attention: Jeffrey H. Brennan, President and Chief Executive Officer
LETTER OF TRANSMITTAL
FOR 11% SENIOR SUBORDINATED NOTES DUE 2007
EXCHANGE AGENT:
MARINE MIDLAND BANK
By Facsimile:
(212) 658-2298
Attention: Corporate Trust Operations
Confirm by telephone:
(212) 658-6524
By Registered or Certified Mail:
Marine Midland Bank
140 Broadway, A Level
New York, New York 10005-1180
Attention: Corporate Trust Operations
By Hand:
Marine Midland Bank
140 Broadway, A Level
New York, New York 10005-1180
Attention: Corporate Trust Operations
By Overnight Courier:
Marine Midland Bank
140 Broadway, A Level
New York, New York 10005-1180
Attention: Corporate Trust Operations
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.
-1-
The undersigned acknowledges receipt of the Prospectus dated _________
__, 1997 (the "Prospectus") of Commemorative Brands, Inc. (the "Company" or the
"Issuer") and this Letter of Transmittal for 11% Senior Subordinated Notes Due
2007, which may be amended from time to time (this "Letter"). The Prospectus and
Letter together constitute the Issuer's offer to exchange $1,000 in principal
amount of its 11% Senior Subordinated Notes Due 2007 ("Exchange Notes"), for
each $1,000 in principal amount of its outstanding 11% Senior Subordinated Notes
Due 2007 that were issued and sold in a transaction exempt from registration
under the Securities Act of 1933, as amended ("Initial Notes").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of Initial Notes who wish to tender their Initial Notes
must, prior to the Expiration Date: (1) complete, sign, date and mail or
otherwise deliver this Letter to the Exchange Agent, in person or to the address
set forth above; and (2) tender his or her Initial Notes or, if a tender of
Initial Notes is to be made by book-entry transfer to the account maintained by
the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility"), confirm such book-entry transfer (a "Book-Entry Confirmation"), in
each case in accordance with the procedures for tendering described in the
Instructions to this Letter. Holders of Initial Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
Book-Entry Confirmation and all other documents required by this Letter to be
delivered to the Exchange Agent on or prior to the Expiration Date, must tender
their Initial Notes according to the guaranteed delivery procedures set forth
under the caption "The Exchange Offer - Tender Procedure" in the Prospectus.
(See Instruction 1).
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter may be directed to the Exchange Agent, at the address
listed above, or Jeffrey H. Brennan, President and Chief Executive Officer of
the Company, at (512) 444-0571, 7211 Circle S Road, Austin, Texas 78745.
-2-
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have
the respective meanings ascribed to them in the Prospectus.
List in Box 1 below the Initial Notes of which you are the holder. If
the space provided in Box 1 is inadequate, list the certificate numbers and
principal amount of Initial Notes on a separate SIGNED schedule and affix that
schedule to this Letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
Name(s) and Address(es) of Principal Amount of
Registered Holder(s)
(Please Fill in if Blank) Certificate Principal Amount of Initial Notes
Numbers(s) (1) Initial Notes Tendered (2)
- ---------------------------------- ------------------------------- -------------------------------- ------------------------------
Totals:
(1) Need not be completed if Initial Notes are being tendered by book-entry
transfer.
(2) Unless otherwise indicated, the entire principal amount of Initial
Notes represented by a certificate or Book-Entry Confirmation delivered
to the Exchange Agent will be deemed to have been tendered.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned tenders to the Issuer the principal amount of Initial
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Initial Notes tendered with this Letter, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Issuer all right,
title and interest in and to the Initial Notes tendered.
The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as the undersigned's agent and attorney-in-fact to cause the
Initial Notes to be assigned, transferred and exchanged. The undersigned
represents and warrants that it has full power and authority to tender,
exchange, assign and transfer the Initial Notes and to acquire Exchange Notes
issuable upon the exchange of such tendered Initial Notes, and that, when the
same are accepted for exchange, the Issuer will acquire good and unencumbered
title to the tendered Initial Notes, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The undersigned
also warrants that it will, upon request, execute and deliver any additional
documents deemed by the Issuer to be necessary or desirable to complete the
exchange, assignment and transfer of tendered Initial Notes or transfer
ownership of such Initial Notes on the account books maintained by a book-entry
transfer facility. The undersigned further agrees that acceptance of any
tendered Initial Notes by the Issuer and the issuance of Exchange Notes in
exchange therefore shall constitute performance in full by the Issuer of certain
of its obligations under the Registration Rights Agreement. All authority
conferred by the undersigned will survive the death or incapacity of the
undersigned and every obligation of the undersigned shall be binding upon the
heirs, legal representatives, successors, assigns, executors and administrators
of such undersigned.
The undersigned hereby certifies that it is not an "affiliate"
of the Issuer within the meaning of Rule 405 under the Securities Act and that
it is acquiring the Exchange Notes offered hereby in the ordinary course of such
undersigned's business and that such undersigned has no arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes. The undersigned hereby acknowledges that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Notes. The
undersigned, if it is a broker-dealer holding Initial Notes acquired for its own
account, hereby acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes. By so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Initial Notes where such
Initial Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The Issuer will make the Prospectus
available to any broker-dealer for use in connection with any such resale for a
period of one year from the date in which the Registration Statement is a part
is declared effective.
The undersigned understands that the Issuer may accept the
undersigned's tender by delivering written notice of acceptance to the Exchange
Agent, at which time the undersigned's right to withdraw such tender will
terminate.
All authority conferred or agreed to be conferred by this
Letter shall survive the death or incapacity of the undersigned, and every
obligation of the undersigned under this Letter shall be binding upon the
undersigned's heirs, personal representatives, successors and assigns. Tenders
may be withdrawn only in accordance with the procedures set forth in the
Instructions contained in this Letter.
-4-
Unless otherwise indicated under "Special Delivery
Instructions" below, the Exchange Agent will deliver Exchange Notes (and, if
applicable, a certificate for any Initial Notes not tendered but represented by
a certificate also encompassing Initial Notes which are tendered) to the
undersigned at the address set forth in Box 1.
-5-
The undersigned acknowledges that the Exchange Offer is
subject to the more detailed terms set forth in the Prospectus and, in case of
any conflict between the terms of the Prospectus and this Letter, the Prospectus
shall prevail.
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE
AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:________________________________________
Account Number:_______________________________________________________
Transaction Code Number:______________________________________________
[ ] CHECK HERE IF TENDERED INITIAL 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 Owner(s):_______________________________________
Date of Execution of Notice of Guaranteed Delivery:___________________
Window Ticket Number (if available):__________________________________
Name of Institution which Guaranteed Delivery:________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT INITIAL NOTES ARE BEING
PHYSICALLY TENDERED HEREBY
X _________________________________________________ ______________
X _________________________________________________ ______________
SIGNATURE(S) OF OWNER(S) OR AUTHORIZED DATE
SIGNATORY
Area Code and Telephone Number:________________________________________________
This box must be signed by registered holder(s) of Initial Notes as their
name(s) appear(s) on certificates(s) for Initial Notes, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Letter. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
(See Instruction 3)
Name(s)________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT)
Capacity_______________________________________________________________________
Address________________________________________________________________________
_____________________________________________________________(INCLUDE ZIP CODE)
Signature(s) Guaranteed _____________________________
by an Eligible Institution: (AUTHORIZED SIGNATURE)
(If required by Instruction 3) _____________________________
(TITLE)
_____________________________
(NAME OF FIRM)
-7-
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYOR'S NAME: MARINE MIDLAND BANK
SUBSTITUTE PART 1 - Please provide your TIN in the Social Security Number or
FORM W-9 space at right and certify by signing and Employer Identification Number
DEPARTMENT OF dating below. _______________________________
THE TREASURY
INTERNAL REVENUE
SERVICE
=====================================================================================
PAYOR'S REQUEST PART 2 - Check the box if you are NOT subject to backup withholding
under the provisions FOR TAXPAYER of Section 2406(a) (1) (C) of the
Internal Revenue Code because (1) you have not been IDENTIFICATION notified that
you are subject to back-up withholding as a result of failure to report all
NUMBER (TIN) interest or dividends or (2) the Internal Revenue Service has
notified you that you are no longer subject to back-up withholding.
[ ]
=====================================================================================
CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT, AND COMPLETE.
SIGNATURE____________________________DATE_______________
=====================================================================================
PART 3 - Check if Awaiting TIN [ ]
-8-
BOX 4
To be completed ONLY if certificates for Initial Notes in a principal amount not
exchanged, or Exchange Notes, are to be issued in the name of someone other than
the person whose signature appears in Box 2, or if Initial Notes delivered by
book-entry transfer which are not accepted for exchange are to be returned by
credit to an account maintained at the Book-Entry Transfer Facility other than
the account indicated above.
Issue and deliver: (check appropriate boxes)
[ ] Initial Notes not tendered
[ ] Exchange Notes to: Name______________________________________
(PLEASE PRINT)
Address___________________________________
__________________________________________
Please complete the Substitute Form W-9 at Box 3
_________________________________________________
(TAX I.D. or SOCIAL SECURITY NUMBER)
BOX 5
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Initial Notes in a principal amount not
exchanged, or Exchange Notes, are to be sent to someone other than the person
whose signature appears in Box 2 or to an address other than that shown in Box
1.
Deliver: (check appropriate boxes)
[ ] Initial Notes not tendered
[ ] Exchange Notes to: Name______________________________________
(PLEASE PRINT)
Address___________________________________
__________________________________________
-9-
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for
Initial Notes or a Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed copy of this Letter and any other documents
required by this Letter, must be received by the Exchange Agent at one of its
addresses set forth herein on or before the Expiration Date. The method of
delivery of this Letter, certificates for Initial Notes or a Book-Entry
Confirmation, as the case may be, and any other required documents is at the
election and risk of the tendering holder, but except as otherwise provided
below, the delivery will be deemed made when actually received by the Exchange
Agent. If delivery is by mail, the use of registered mail with return receipt
requested, properly insured, is suggested.
Holders whose Initial Notes are not immediately available or
who cannot deliver their Initial Notes or Book-Entry Confirmation, as the case
may be, and all other required documents to the Exchange Agent before the
Expiration Date may tender their Initial Notes pursuant to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedure: (i)
tender must be made by or through an Eligible Institution (as defined in the
Prospectus under the caption "The Exchange Offer Tender Procedure"); (ii) on or
prior to the Expiration Date, the Exchange Agent must have received from the
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery by letter, telegram or facsimile transmission (receipt confirmed by
telephone and an original delivered by guaranteed overnight courier) (x) setting
forth the name and address of the holder, the names in which the Initial Notes
are registered and, if possible, the certificate numbers of the Initial Notes to
be tendered, (y) stating that the tender is being made thereby and (z)
guaranteeing that, within three New York Stock Exchange trading dates after the
date of execution of such Notice of Guaranteed Delivery by an Eligible
Institution, this Letter together with the Initial Notes, in proper form for
transfer (or a confirmation of book-entry transfer of such Initial Notes into
the Exchange Agent's account at the book-entry transfer facility and any other
documents required by this Letter will be deposited by the Eligible Institution
with the Exchange Agent; and (iii) the certificates for all tendered Initial
Notes or a Book-Entry Confirmation, as the case may be, as well as all other
documents required by this Letter, must be received by the Exchange Agent within
five New York Stock Exchange trading days after the date of execution of such
Notice of Guaranteed Delivery, all as provided in the Prospectus under the
caption "The Exchange Offer - Tender Procedure".
All questions as to the validity, form, eligibility (including
time of receipt) and acceptance for exchange of any tender of Initial Notes will
be determined by the Issuer, whose determination will be final and binding. The
Issuer reserves the absolute right to reject any Initial Notes not properly
tendered or the acceptances for exchange of which may, in the opinion of the
Issuer's counsel, be unlawful. The Issuer also reserves the absolute right to
waive any of the conditions of the Exchange Offer or any defect or irregularity
in the tender of any Initial Notes. Unless waived, any defects or irregularities
in connection with tenders of Initial Notes for exchange must be cured within
such reasonable period of time as the Issuer shall determine. None of the
Issuer, the Exchange Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incurs any liability
for failure to give any such notification. Tenders will not be deemed to be made
until such irregularities have been cured or waived.
All tendering holders, by execution of this Letter, waive any
right to receive notice of acceptance of their Initial Notes.
-10-
2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire
principal amount of any Initial Note evidenced by a submitted certificate or a
Book-Entry Confirmation is tendered, the tendering holder must fill in the
principal amount tendered in the fourth column in Box 1 above. All of the
Initial Notes represented by a Book-Entry Confirmation delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. A
certificate for Initial Notes not tendered will be sent to the holder, unless
otherwise provided in Box 5, as soon as practicable after the Expiration Date,
in the event that less than the entire principal amount of Initial Notes
represented by a submitted certificate is tendered (or, in the case of Initial
Notes tendered by book-entry transfer, such non-exchanged Initial Notes will be
credited to an account maintained by the holder with the Book-Entry Transfer
Facility).
If not yet accepted, a tender pursuant to the Exchange Offer
may be withdrawn prior to the Expiration Date. To be effective with respect to
the tender of Initial Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent at its address set forth in this Letter and, with respect to a
facsimile transmission, must be confirmed by telephone and an original delivered
by guaranteed overnight delivery, before the Issuer notifies the Exchange Agent
that it has accepted the tender of Initial Notes pursuant to the Exchange Offer;
(ii) specify the person named in this Letter as having tendered Initial Notes to
be withdrawn; (iii) contain the certificate numbers of the Initial Notes to be
withdrawn and the principal amount of Initial Notes to be withdrawn, (iii) a
statement that the holder of the Initial Notes to be withdrawn is withdrawing
his, her or its election to have such Initial Notes exchanged, (iv) the name of
the registered Holder of the Initial Notes to be withdrawn and (v) be signed by
the holder in the same manner as the original signature on this Letter
(including any required signature guarantees) or be accompanied by evidence
satisfactory to the Company that the person withdrawing the tender has succeeded
to the beneficial ownership of the Initial Notes being withdrawn. The Exchange
Agent will return the properly withdrawn Initial Notes promptly following
receipt of notice of withdrawal. If Initial Notes have been tendered pursuant to
the procedure for book-entry transfer, any notice of withdrawal must specify the
name and number of the account at the book-entry transfer facility procedure.
All Questions as to the validity of notices of withdrawal, including time of
receipt, will be determined by the Issuer, and such determination will be final
and binding on all parties.
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF
SIGNATURES. If this Letter is signed by the holder(s) of Initial Notes tendered
hereby, the signature must correspond with the name(s) as written on the face of
the certificate(s) for such Initial Notes, without alteration, enlargement or
any change whatsoever.
If any of the Initial Notes tendered hereby are owned by two
or more joint owners, all owners must sign this Letter. If any tendered Initial
Notes are held in different names on several certificates, it will be necessary
to complete, sign and submit as many separate copies of this Letter as there are
names in which certificates are held.
If this Letter is signed by the holder of record and (i) the
entire principal amount of the holder's Initial Notes are tendered; and/or (ii)
untendered Initial Notes, if any, are to be issued to the holder of record, then
the holder of record need not endorse any certificates for tendered Initial
Notes, nor provide a separate bond power. In any other case, the holder of
record must transmit a separate bond power with this Letter.
If this Letter or any certificate or assignment is 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
Issuer of their authority to so act must be submitted, unless waived by the
Issuer.
-11-
Signatures on this Letter must be guaranteed by an Eligible
Institution, unless Initial Notes are tendered: (i) by a holder who has not
completed the Box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter; or (ii) for the account of an Eligible
Institution. In the event that the signatures in this Letter or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantees
must be by an eligible guarantor institution which is a member of The Securities
Transfer Agents Medallion Program (STAMP), The New York Stock Exchanges
Medallion Signature Program (MSP) or The Stock Exchanges Medallion Program
(SEMP) (collectively, "Eligible Institutions"). If Initial Notes are registered
in the name of a person other than the signer of this Letter, the Initial Notes
surrendered for exchange must be endorsed by, or be accompanied by a written
instrument or instruments of transfer or exchange, in satisfactory form as
determined by the Issuer, in its sole discretion, duly executed by the
registered holder with the signature thereon guaranteed by an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering
holders should indicate, in Box 4 or 5, as applicable, the name and address to
which the Exchange Notes or certificates for Initial Notes not exchanged are to
be issued or sent, if different from the name and address of the person signing
this Letter. In the case of issuance in a different name, the Tax Identification
Number ("TIN") of the person named must also be indicated. Holders tendering
Initial Notes by book-entry transfer may request that Initial Notes not
exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such holder may designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires
that a holder whose tendered Initial Notes are accepted for exchange must
provide the Exchange Agent (as payor) with his or her correct TIN, 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 TIN, the holder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
delivery to the holder of the Exchange Notes pursuant to the Exchange Offer may
be subject to back-up withholding. (If withholding results in overpayment of
taxes, a refund may be obtained.) Exempt holders (including, among others, all
corporations and certain foreign individuals) are not subject to these back-up
withholding and reporting requirements. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
Under federal income tax laws, payments that may be made by
the Issuer on account of Exchange Notes issued pursuant to the Exchange Offer
may be subject to back-up withholding at a rate of 31%. In order to prevent
back-up withholding, each tendering holder must provide his or her correct TIN
by completing the "Substitute Form W-9" referred to above, certifying that the
TIN provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; or (ii) the Internal Revenue Service has notified the holder that he
or she is no longer subject to back-up withholding; or (iii) in accordance with
the Guidelines, such holder is exempt from back-up withholding. If the Initial
Notes are in more than one name or are not in the name of the actual owner,
consult the enclosed guidelines for information on which TIN to report.
6. TRANSFER TAXES. Holders who tender their Initial Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that Holders who instruct the Issuer to register Exchange
Notes in the name of, or request that Initial Notes not tendered or tendered but
not accepted in the Exchange Offer be returned to, a person other than the
registered tendering Holder will be responsible for the payment of any
applicable transfer tax thereon.
-12-
Except as provided in this Instruction 6, it will not be
necessary for transfer tax stamps to be affixed to the certificates listed in
this Letter.
7. WAIVER OF CONDITIONS. The Issuer reserves the right
to amend or waive, in whole or in part, any of the specified conditions in the
Exchange Offer in the case of any Initial Notes tendered, based on the
reasonable judgment of the Issuer.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES.
Any holder whose certificates for Initial Notes have been mutilated, lost,
stolen or destroyed should contact the Exchange Agent at the address indicated
above, for further instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus or this Letter, may be directed to the
Exchange Agent.
IMPORTANT: This Letter (together with certificates
representing tendered Initial Notes or a Book-Entry Confirmation and all other
required documents) must be received by the Exchange Agent on or before the
Expiration Date (as defined in the Prospectus).
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