Exhibit 99.1
LETTER OF TRANSMITTAL
Offer For Any and All Outstanding
10-1/4% Senior Notes Due 2004 of
Community Distributors, Inc.
in Exchange for
10-1/4% Senior Notes Due 2004, Series B of
Community Distributors, Inc.
Which Have Been Registered Under The Securities Act Of 1933
Pursuant to the Prospectus dated January ___, 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FEBRUARY ____, 1998, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE BUSINESS
DAY PRIOR TO THE EXPIRATION DATE.
The Exchange Agent For The Exchange Offer Is:
The Bank Of New York
By Hand Or Overnight Delivery Facsimile Transmissions: By Registered Or Certified Mail:
(Eligible Institutions Only)
(212) 571-3080
The Bank of New York
101 Barclay Street To Confirm by Telephone The Bank of New York
Corporate Trust Services Window or for Information Call: 101 Barclay Street, 7E
Ground Level New York, New York 10286
Attention: Reorganization Section, Attention: Reorganization Section,
[Name] (212) 815-6333 [Name]
Delivery of this letter of transmittal to an address other than as set
forth above or transmission of this letter of transmittal via facsimile to a
number other than as set forth above does not constitute a valid delivery.
The undersigned acknowledges that he or she has received the
Prospectus, dated January ____, 1998 (the "Prospectus"), of Community
Distributors, Inc., a Delaware corporation ("CDI") and this Letter of
Transmittal, which together constitute CDI's offer (the "Exchange Offer") to
exchange up to $80,000,000 in aggregate principal amount of CDI's 10-1/4% Senior
Notes due 2004, Series B, which have been registered under the Securities Act of
1933, as amended (the "Securities Act") (the "Exchange Securities") of CDI for a
like principal amount of the issued and outstanding 10-1/4% Senior Notes due
2004 of CDI (the "Existing Securities") from the holders thereof.
-2-
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Existing
Securities (as defined below) either if Existing Securities are to be forwarded
herewith or if tenders of Existing Securities are to be made by book-entry
transfer to an account maintained by The Bank of New York (the "Exchange Agent")
at The Depository Trust Company (the "Book-Entry Transfer Facility" or "DTC")
pursuant to the procedures set forth in "The Exchange Offer--Procedures for
Tendering Existing Notes" in the Prospectus.
Holders of Existing Securities whose certificates (the "Certificates")
for such Existing Securities are not immediately available or who cannot deliver
their Certificates and all other required documents to the Exchange Agent on or
prior to the Expiration Date (as defined in the Prospectus) or who cannot
complete the procedures for book-entry transfer on a timely basis, must tender
their Existing Securities according to the Guaranteed delivery procedures set
forth in "The Exchange Offer--Procedures for Tendering Existing Notes" in the
Prospectus.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
-3-
DESCRIPTION OF EXISTING SECURITIES 1 2 3
Principal
Amount of
Aggregate Existing
Principal Securities
Amount of Tendered
Name(s) and Address(es) of Registered Holder(s): Certificate Existing (if less than
(Please fill in, if blank) Number(s)* Securities all)**
Total
* Need not be completed if Existing Securities are being tendered by
book-entry holders.
** Existing Securities may be tendered in whole or in part in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. See instruction
4. Unless otherwise indicated in the column, a holder will be deemed to
have tendered all Existing Securities represented by the Existing
Securities indicated in Column 2. See Instruction 4.
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED EXISTING SECURITIES 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 AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED EXISTING SECURITIES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name of Registered Holder(s) _________________________________________
Window Ticket Number (if any) ________________________________________
Date of Execution of Notice of Guaranteed Delivery ___________________
Name of Institution which Guaranteed Delivery ________________________
If Guaranteed Delivery is to be made By Book-Entry Transfer: ______
Name of Tendering Institution ________________________________________
Account Number _______________________________________________________
-4-
Transaction Code Number ______________________________________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NONEXCHANGED EXISTING
SECURITIES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER
FACILITY ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE EXISTING
SECURITIES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER
TRADING ACTIVITIES (A "PARTICIPATING BROKER DEALER") AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: _________________________________________________________________________
Address: ______________________________________________________________________
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to CDI the above described aggregate principal amount
of CDI's 10-1/4% Senior Notes due 2004 (the "Existing Securities") in exchange
for a like aggregate principal amount of CDI's 10-1/4% Senior Notes due 2004,
Series B (the "Exchange Securities") which have been registered under the
Securities Act upon the terms and subject to the conditions set forth in the
Prospectus dated January ___, 1998 (as the same may be amended or supplemented
from time to time, the "Prospectus"), receipt of which is acknowledged, and in
this Letter of Transmittal (which, together with the Prospectus, constitute the
"Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Existing Securities tendered herewith in accordance with the
terms and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of CDI all right, title and interest in and to such Existing Securities as
are being tendered herewith. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent as its agent and attorney-in-fact (with full
knowledge that the Exchange Agent is also acting as agent of CDI in connection
with the Exchange Offer) with respect to the tendered Existing Securities, with
full power of substitution (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 (i) deliver Certificates for Existing
Securities to CDI together with all accompanying evidences of transfer and
authenticity to, or upon the order of, CDI, upon receipt by the Exchange Agent,
as the undersigned's agent, of the Exchange Securities to be issued in exchange
for such Existing Securities, (ii) present Certificates for such Existing
Securities for transfer, and to transfer the Existing Securities on the books of
CDI, and (iii) receive for the account of CDI all benefits and other-wise
exercise all rights of beneficial ownership of such Existing Securities, all in
accordance with the terms and conditions of the Exchange Offer.
-5-
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
CAPITAL SECURITIES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, CDI WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE
AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE
EXISTING SECURITIES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR
PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL
DOCUMENTS DEEMED BY CDI OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE EXISTING SECURITIES
TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE
REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 16, 1997, AMONG CDI, COMMUNITY
DISTRIBUTORS, INC. AND THE INITIAL PURCHASERS OF THE EXISTING SECURITIES (THE
"REGISTRATION RIGHTS AGREEMENT"). THE UNDERSIGNED HAS READ AND AGREES TO ALL OF
THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Existing
Securities tendered hereby should be printed above, if they are not already set
forth above, as they appear on the Certificates representing such Existing
Securities. The Certificate number(s) and the Existing Securities that the
undersigned wishes to tender should be indicated in the appropriate boxes above.
If any tendered Existing Securities are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more
Existing Securities than arc tendered or accepted for exchange, Certificates for
such nonexchanged or nontendered Existing Securities will be returned (or, in
the case of Existing Securities tendered by book-entry transfer, such Existing
Securities will be credited to an account maintained at DTC), without expense to
the tendering holder, promptly following the expiration or termination of the
Exchange Offer.
The undersigned understands that tenders of Existing Securities
pursuant to any one of the procedures described in "The Exchange
Offer--Procedures for Tendering Existing Notes" in the Prospectus and in the
instruction, attached hereto will, upon CDI's acceptance for exchange of such
tendered Existing Securities, constitute a binding agreement between the
undersigned and CDI upon the terms and subject to the conditions of the Exchange
Offer. The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, CDI may not be required to accept for exchange any of the
Existing Securities tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Existing Securities
be issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Existing Securities, that such Existing Securities be credited to
the account indicated above maintained at DTC. If applicable, substitute
Certificates representing Existing Securities not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Existing Securities, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please deliver Existing Securities to the undersigned at the
address shown below the undersigned's signature.
-6-
BY TENDERING EXISTING SECURITIES AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE
UNDERSIGNED IS NOT AN "AFFILIATE" OF CDI, (II) ANY EXCHANGE SECURITIES TO BE
RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS
BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF EXCHANGE SECURITIES TO BE RECEIVED IN THE EXCHANGE OFFER, AND (IV) IF
THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT ENGAGED IN, AND
DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE
SECURITIES ACT) OF SUCH EXCHANGE SECURITIES. BY TENDERING EXISTING SECURITIES
PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A
HOLDER OF EXISTING SECURITIES WHICH IS A BROKER-DEALER REPRESENTS AND AGREES,
CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION
OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD
PARTIES, THAT (A) SUCH EXISTING SECURITIES HELD BY THE BROKER-DEALER ARE HELD
ONLY AS A NOMINEE, OR (B) SUCH EXISTING SECURITIES WERE ACQUIRED BY SUCH
BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR
OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR
SUPPLEMENTED FROM TIME TO TIME) MEETING THE REQUIREMENTS OF THE SECURITIES ACT
IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE SECURITIES (PROVIDED THAT, BY SO
ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE
DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES
ACT). CDI HAS AGREED THAT, SUBJECT TO THE PROVISIONS OF THE REGISTRATION RIGHTS
AGREEMENT, THE PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, MAY BE USED BY A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) IN
CONNECTION WITH RESALES OF EXCHANGE SECURITIES RECEIVED IN EXCHANGE FOR EXISTING
SECURITIES, WHERE SUCH EXISTING SECURITIES WERE ACQUIRED BY SUCH PARTICIPATING
BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR
OTHER TRADING ACTIVITIES, FOR A PERIOD ENDING 90 DAYS AFTER THE EXPIRATION DATE
(SUBJECT TO EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE
PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH EXCHANGE SECURITIES HAVE BEEN DISPOSED
OF BY SUCH PARTICIPATING BROKER-DEALER. IN THAT REGARD, EACH BROKER-DEALER WHO
ACQUIRED EXISTING SECURITIES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR
OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH
EXISTING SECURITIES AND EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON
RECEIPT OF NOTICE FROM CDI OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF
ANY FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE
PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT
TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS
SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER
WILL SUSPEND THE SALE OF EXCHANGE SECURITIES PURSUANT TO THE
-7-
PROSPECTUS UNTIL CDI HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH
MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED
PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR CDI HAS GIVEN NOTICE THAT THE
SALE OF THE EXCHANGE SECURITIES MAY BE RESUMED, AS THE CASE MAY BE. IF CDI GIVES
SUCH NOTICE TO SUSPEND THE SALE OF THE EXCHANGE SECURITIES, THEY SHALL EXTEND
THE 90-DAY PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER DEALERS
ARE ENTITLED TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF EXCHANGE
SECURITIES BY THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE
OF THE GIVING OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING
BROKER-DEALERS SHALL HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED
PROSPECTUS NECESSARY TO PERMIT RESALES OF THE EXCHANGE SECURITIES OR TO AND
INCLUDING THE DATE ON WHICH CDI HAS GIVEN NOTICE THAT THE SALE OF EXCHANGE
SECURITIES MAY BE RESUMED, AS THE CASE MAY BE.
Holders of Existing Securities whose Existing Securities are accepted
for exchange will not receive accrued interest on such Existing Securities for
any period from and after the last Interest Payment Date to which interest has
been paid or duly provided for on such Existing Securities prior to the original
issue date of the Exchange Securities or, if no such interest has been paid or
duly provided for, will not receive any accrued interest on such Existing
Securities, and the undersigned waives the right to receive any interest on such
Existing Securities accrued from and after such Interest Payment Date or, if no
such interest has been paid or duly provided for, from and after October 16,
1997.
The undersigned will, upon request, execute and deliver any additional
documents deemed by CDI to be necessary or desirable to complete the sale,
assignment and transfer of the Existing Securities tendered hereby. All
authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
EXISTING SECURITIES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE EXISTING SECURITIES AS SET FORTH IN SUCH BOX.
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 7)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Existing Securities hereby tendered or on the register of
holders maintained by CDI, or by any person(s) authorized to become the
registered holder(s) by endorsements and documents transmitted herewith
(including such opinions of counsel,
-8-
certifications and other information as may be required by CDI or the Trustee
for the Existing Securities to comply with the restrictions on transfer
applicable to the Existing Securities). If signature is by an attorney-in-fact,
executor, administrator, trustee, guardian, officer of a corporation or another
acting in a fiduciary capacity or representative capacity, please set forth the
signer's full title. See Instruction 5.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Date: _____________, 199_
Name(s) _______________________________________________________________________
(PLEASE PRINT)
Capacity (full title) _________________________________________________________
Address _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code Telephone Number ____________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
- -------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
Date: ______________, 199_
Name of Firm __________________________________________________________________
Capacity (full title) ___________________________________________________
(PLEASE PRINT)
Address _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ________________________________________________
-9-
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the Exchange Securities or Existing Securities not
tendered are to be issued in the name of someone other than the registered
holder of the Existing Securities whose name(s) appear(s) above.
Issue
[ ] Existing Securities not tendered to:
[ ] Exchange Securities, to:
Name(s) _______________________________________________________________________
Address _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if Exchange Securities or Existing Securities not tendered
are to be sent to someone other than the registered-holder of the Existing
Securities whose name(s) appear(s) above, or such registered holder(s) at an
address other than that shown above.
Mail
[ ] Existing Securities not tendered to:
[ ] Exchange Securities, to:
Name(s) _______________________________________________________________________
Address _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(INCLUDE CODE)
Area Code and Telephone Number ________________________________________________
-10-
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Existing Notes" in the Prospectus. Certificates,
or timely confirmation of a book-entry transfer of such Existing Securities into
the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein on or prior to the Expiration Date. Existing Securities may be tendered
in whole or in part in the principal amount of $1,000 and integral multiples of
$1,000 in excess thereof, provided that, if any Existing Securities are tendered
for exchange in part, the untendered principal amount thereof must be $1,000 or
any integral multiple of $1,000 in excess thereof.
Holders who wish to tender their Existing Securities and (i) whose
Existing Securities are not immediately available or (ii) who cannot deliver
their Existing Securities, this Letter of Transmittal and all other required
documents to the Exchange Agent on or prior to the Expiration Date or (iii) who
cannot complete the procedures for delivery by book-entry transfer on a timely
basis, may tender their Existing Securities by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer--Procedures for Tendering Existing
Notes" in the Prospectus. Pursuant to such procedures: (i) such tender must be
made by or through an Eligible Institution (as defined below); (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially, in the
form made available by the Company, must be received by the Exchange Agent on or
prior to the Expiration Date; and (iii) the Certificates (or a book-entry
confirmation (as defined in the Prospectus)) representing all tendered Existing
Securities, in proper form for transfer, together with a Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any required
signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three business days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in "The Exchange Offer--Procedures for Tendering Existing Notes" in the
Prospectus.
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 Institution in the form set forth in such Notice. For
Existing Securities to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or
prior to the Expiration Date. As used herein and in the Prospectus, "Eligible
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;
-11-
(v) a national securities exchange, registered securities association or
clearing agency; or a savings association that is a participant in a Securities
Transfer Association.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN
ALL CASES. SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
CDI will not accept any alternative, conditional or contingent tenders.
Each tendering holder, by execution of a Letter of Transmittal (or facsimile
thereof), waives any right to receive any notice of the acceptance of such
tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(1) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any
participant in DTC whose name appears on the register of
holders maintained by CDI as the owner of the Existing
Securities) of Existing Securities tendered herewith, unless
such holder(s) has completed either the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery
Instructions" above, or
(ii) such Existing Securities are tendered for the account of a
firm that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the
signatures on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Existing Securities" is inadequate, the Certificate number(s)
and/or the principal amount of Existing Securities and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Existing
Securities will be accepted only in the principal amount of $1,000 and integral
multiples of $1,000 in excess thereof, provided that if any Existing Securities
are tendered for exchange in part, the untendered principal amount thereof must
be $1,000 or any integral multiple of $1,000 in excess thereof. If less than all
the Existing Securities evidenced by any Certificate submitted are to be
tendered, fill in the principal amount of Existing Securities which are to be
tendered in the box entitled "Principal Amount of Existing Securities Tendered
(if less than all)." In such case, new Certificate(s) for the remainder of the
Existing Securities that were evidenced by your old Certificate(s) will only be
sent to the holder of the Existing Security, promptly after the Expiration Date.
All Existing Securities represented by Certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Existing Securities may
be withdrawn at any time on or prior to 5:00 p.m., New York City time, on the
business day
-12-
prior to the Expiration Date. In order for a withdrawal to be effective on or
prior to that time, a written, telegraphic, telex or facsimile transmission of
such notice of withdrawal must be timely received by the Exchange Agent at one
of its addresses set forth above or in the Prospectus on or prior to the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person having tendered the Existing Securities to be withdrawn (the
"Depositor"), (ii) identify the Existing Securities to be withdrawn (including
the certificate number or numbers of the certificate or certificates
representing such Existing Securities and the aggregate principal amount of such
Existing Securities), (iii) be signed by the holder in the same manner as the
original signature on the Letter of Transmittal by which such Existing
Securities were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to permit the Transfer Agent of
such Existing Securities to register the transfer of such Existing Securities
into the name of the person withdrawing the tender and (iv) specify the name in
which any such Existing Securities are to be registered, if different from the
Depositor. If Existing Securities have been tendered pursuant to the procedures
for book-entry, transfer set forth in the Prospectus under "The Exchange
Offer--Procedures for Tendering Existing Notes," the notice of withdrawal must
specify the name and number of the account at DTC to be credited with the
withdrawal of Existing Securities, in which case a notice of withdrawal will be
effective if delivered to the Exchange Agent by written, telegraphic, telex or
facsimile transmission. Withdrawals of tenders of Existing Securities may not be
rescinded. Existing Securities properly withdrawn will not be deemed validly
tendered for purposes of the Exchange Offer, but may be retendered at any
subsequent time on or prior to the Expiration Date by following any of the
procedures described in the Prospectus under "The Exchange Offer--Procedures for
Tendering Existing Notes."
All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by CDI, in its sole
discretion, whose determination shall be final and binding on all parties. None
of CDI, any affiliates or assigns of CDI, the Exchange Agent or any other person
shall be under any duty to give any notification of any irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification. Any Existing Securities which have been tendered but which are
withdrawn will be returned to the holder thereof without cost to such holder
promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Existing Securities tendered hereby, the signatures) must correspond exactly
with the name(s) as written on the face of the Certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Existing Securities tendered hereby are owned of record
by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If any tendered Existing Securities are registered in different name(s)
on several Certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of Certificates.
If this Letter of Transmittal or any Certificates 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 must submit proper
evidence satisfactory, to CDI, in its sole discretion, of each such person's
authority so to act.
-13-
When this Letter of Transmittal is signed by the registered owner(s) of
the Existing Securities listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless Exchange Securities
are to be issued in the name of a person other than the registered holder(s).
Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Existing Securities listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as CDI or the Trustee for the Existing Securities may require in accordance with
the restrictions on transfer applicable to the Existing Securities. Signatures
on such Certificates or bond powers must be guaranteed by an Eligible
Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Securities
are to be issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Securities are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Existing Securities not exchanged will be returned by mail or,
if tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. IRREGULARITIES. CDI will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Existing Securities, which
determination shall be final and binding on all parties. CDI reserves the
absolute right to reject any and all tenders that it determines are not in
proper form or the acceptance of which, or exchange for which, may, in the view
of counsel to CDI, be unlawful. CDI also reserves the absolute right, subject to
applicable law, to waive any of the conditions of the Exchange Offer set forth
in the Prospectus under "The Exchange Offer--Certain Conditions to the Exchange
Offer" or any conditions or irregularity in any tender of Existing Securities of
any particular holder whether or not similar conditions or irregularities are
waived in the case of other holders. CDI's interpretation of the terms and
conditions of the Exchange Offer (including this Letter of Transmittal and the
instructions hereto) will be final and binding. No tender of Existing
Securities, will be deemed to have been validly made until all irregularities
with respect to such tender have been cured or waived. Neither CDI, any
affiliates or assigns of CDI, the Exchange Agent, or any other person shall be
under any duty to give notification of any irregularities in tenders or incur
any liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal
income tax law, a holder whose tendered Existing Securities are accepted for
exchange is required to provide the Exchange Agent with such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
Exchange Agent is
-14-
not provided with the correct TIN, the Internal Revenue Service (the "IRS") may
subject the holder or other payee to a $50 penalty. In addition, payments to
such holders or other payees with respect to Existing Securities exchanged
pursuant to the Exchange Offer may be subject to 31% backup withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Number is completed, the Exchange Agent will withhold 31% of
all payments made prior to the time a properly certified TIN is provided to the
Exchange Agent. The Exchange Agent will retain such amounts, withheld during the
60 day period following the date of the Substitute Form W-9. If the holder
furnishes the Exchange Agent with its TIN within 60 days after the date of the
Substitute Form W-9, the amounts retained during the 60 day period will be
remitted to the holder and no further amounts shall be retained or withheld from
payments made to the holder thereafter. If, however, the holder has not provided
the Exchange Agent with its TIN within such 60 day period, amounts withheld will
be remitted to the IRS as backup withholding. In addition, 31% of all payments
made thereafter will be withheld and remitted to the IRS until a correct TIN is
provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Existing Securities or of the last transferal appearing, on the transfers
attached to, or endorsed on, the Existing Securities. If the Existing Securities
are registered in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
Backup Withholding is not an additional U.S. Federal income tax.
Rather, the U.S. Federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
10. WAIVER OF CONDITIONS. CDI reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
11. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Existing
Securities, by execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of their Existing Securities for exchanges.
-15-
Neither CDI, any affiliates or assigns of CDI, the Exchange Agent nor
any other person is obligated to give notice of any defect or irregularity with
respect to any tender of Existing Securities nor shall any of them incur any
liability for failure to give any such notice.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Existing Securities have been lost, destroyed or stolen, the holder
should promptly notify the Exchange Agent. The holder will then be instructed as
to the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificate(s) have been
followed.
13. SECURITY TRANSFER TAXES. Holders who tender their Existing
Securities for exchange will not be obligated to pay any transfer taxes in
connection therewith. If, however, Existing Securities are to be delivered to,
or are to be issued in the name of, any person other than the registered holder
of the Existing Securities tendered, or if a transfer tax is imposed for any
reason other than the exchange of Existing Securities in connection with the
Exchange Offer, then the amount of any such 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 such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND
ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.
TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS
(See Instruction 9)
-16-
PAYER'S NAME: THE BANK OF NEW YORK
- ----------------------------------------------------------------------------------------------------------
PART 1 - PLEASE PROVIDE YOUR TIN TIN: _________________
ON THE LINE AT RIGHT AND CERTIFY Social Security Number or
BY SIGNING AND DATING BELOW Employer Identification Number
----------------------------------------------------------------------
PART 2 - TIN APPLIED FOR [circle graphic]
----------------------------------------------------------------------
SUBSTITUTE CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my
Form W-9 correct taxpayer identification
Department of The Treasury number (or I am waiting for a
Internal Revenue Service number to be issued to me).
Payor's Request for Taxpayer (2) I am not subject to backup
Identification Number ("TIN") withholding either because (i) I am
and Certification exempt from backup withholding,
(ii) 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 (iii) the IRS has
notified me that I am no longer subject to backup
withholding, and
(3) any other information provided on this form is true and
correct.
Signature _______________________ Date___________, 1997
- ----------------------------------------------------------------------------------------------------------
You must cross out item (iii) 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 and you have not been notified by the
IRS that you are no longer subject to backup withholding.
- ----------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
-17-
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (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 if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments made to me on account of the Existing Securities shall be retained
until I provide a taxpayer identification number to the Exchange Agent and that,
if I do not provide my taxpayer identification number within 60 days, such
retained amounts shall be remitted to the Internal Revenue Service as backup
withholding and 31% of all reportable payments made to me thereafter will be
withheld and remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
Signature ____________________________ Date ______________________, 1997
- --------------------------------------------------------------------------------