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EXHIBIT 99.2
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
5% NOTES DUE 2013
CUSIP NO. [ ]
OF
SCHOLASTIC CORPORATION
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PURSUANT TO THE EXCHANGE OFFER PROSPECTUS DATED APRIL , 2003. THE EXCHANGE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2003 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS
EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME
AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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THE EXCHANGE AGENT IS:
CITIBANK, N.A.
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BY MAIL, HAND DELIVERY
OR OVERNIGHT COURIER: BY FACSIMILE TRANSMISSION:
Citibank, N.A. (212) 825-3483
111 Wall Street, 15th Floor Confirm by Telephone:
New York, New York 10043 (800) 422-2066
Attention: Agency & Trust Services
</Table>
FOR INFORMATION CALL:
1-800-422-2066
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated April , 2003
(the "Prospectus") of Scholastic Corporation (the "Company") and this Letter of
Transmittal (the "Letter of Transmittal"), which, together with the Prospectus,
constitutes the Company's offer (the "Exchange Offer") to exchange up to
$175,000,000 aggregate principal amount of its 5% Notes Due 2013 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for up to $175,000,000 aggregate principal amount of its
outstanding 5% Notes Due 2013 (the "Old Notes"). Recipients of the Prospectus
should read the requirements described in such Prospectus with respect to
eligibility to participate in the Exchange Offer. Capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
The undersigned hereby tenders the Old Notes described in the box entitled
"Description of Old Notes" below pursuant to the terms and conditions described
in the Prospectus and this Letter of Transmittal. The undersigned is the
registered owner of all the Old Notes and the undersigned represents that it has
received from each beneficial owner of Old Notes ("Beneficial Owners") a duly
completed and executed form of "Instruction to Registered Holder from Beneficial
Owner"
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accompanying this Letter of Transmittal, instructing the undersigned to take the
action described in this Letter of Transmittal.
This Letter of Transmittal is to be used only by a holder of Old Notes
(i) if certificates representing Old Notes are to be forwarded herewith or
(ii) if delivery of Old Notes is to be made by book-entry transfer to the
Exchange Agent's account at The Depository Trust Company (the "Depositary"),
pursuant to the procedures set forth in the section of the Prospectus entitled
"The Exchange Offer--Procedures for Tendering." If delivery of the Old Notes is
to be made by book-entry transfer to the account maintained by the Exchange
Agent at the Depositary, tenders of the Old Notes must be effected in accordance
with the procedures mandated by the Depositary's Automated Tender Offer Program
and the procedures set forth in the Prospectus under the caption "The Exchange
Offer--Book-Entry Transfer."
The undersigned hereby represents and warrants that the information set
forth in the box entitled "Beneficial Owner(s)" is true and correct.
Any Beneficial Owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact such registered holder of Old Notes promptly and instruct such
registered holder of Old Notes to tender on behalf of the Beneficial Owner. If
such Beneficial Owner wishes to tender on its own behalf, such Beneficial Owner
must, prior to completing and executing this Letter of Transmittal and
delivering its Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such Beneficial Owner's name or obtain a properly
completed bond power from the registered holder of Old Notes. The transfer of
record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a holder of Old
Notes must (i) complete the box entitled "Description of Old Notes," (ii) if
appropriate, check and complete the boxes relating to book-entry transfer,
guaranteed delivery, Special Issuance Instructions, Special Delivery
Instructions and Beneficial Owner(s), (iii) sign the Letter of Transmittal by
completing the box entitled "Sign Here" and (iv) unless an exemption applies,
complete the Substitute Form W-9. Each holder of Old Notes should carefully read
the detailed instructions below prior to completing the Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange and
(i) whose Old Notes are not immediately available, (ii) who cannot deliver their
Old Notes and all other documents required hereby to the Exchange Agent on or
prior to the Expiration Date or (iii) who are unable to complete the procedure
for book-entry transfer on a timely basis, must tender the Old Notes pursuant to
the guaranteed delivery procedures set forth in the section of the Prospectus
entitled "The Exchange Offer--Guaranteed Delivery Procedures." See Instruction 2
of the Instructions beginning on page 12 hereof.
Holders of Old Notes who wish to tender their Old Notes for exchange must,
at a minimum, complete columns (1), (2) if applicable (see footnote 1 below),
and (3) in the box below entitled "Description of Old Notes" and sign the box on
page 10 under the words "Sign Here." If only those columns are completed, such
holder of Old Notes will have tendered for exchange all Old Notes listed in
column (3) below. If the holder of Old Notes wishes to tender for exchange less
than all of such Old Notes, column (4) must be completed in full. In such case,
such holder of Old Notes should refer to Instruction 5 on page 13.
2
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<Table>
<Caption>
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DESCRIPTION OF OLD NOTES
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(1) (2) (3) (4)
PRINCIPAL AMOUNT
TENDERED FOR
EXCHANGE (ONLY IF
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) OF OLD DIFFERENT AMOUNT
NOTE(S), EXACTLY AS PRINCIPAL AMOUNT TENDERED NAME(S) OLD NOTE FROM COLUMN
APPEAR(S) ON CERTIFICATE(S) FOR OLD NOTE OR AS THE NAME OF THE NUMBERS (ATTACH 3)(MUST BE IN
PARTICIPANT APPEARS ON THE BOOK-ENTRY TRANSFER FACILITY'S SIGNED LIST IF AGGREGATE INTEGRAL MULTIPLES
SECURITY POSITION LISTING (PLEASE FILL IN IF BLANK) NECESSARY) PRINCIPAL AMOUNT OF $1000)
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</Table>
(1) Column (2) need not be completed by holders of Old Notes tendering Old Notes
for exchange by book-entry transfer. Please check the appropriate box on the
next page and provide the requested information.
(2) Column (4) need not be completed by holders of Old Notes who wish to tender
for exchange the principal amount of Old Notes listed in column (3).
Completion of column (4) will indicate that the holder of Old Notes wishes
to tender for exchange only the principal amount of Old Notes indicated in
column (4).
/ / CHECK HERE IF OLD NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITARY AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER
DEFINED) ONLY):
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR USE
BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder of Old Note(s): __________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Window Ticket Number (if available): _______________________________________
Name of Institution which Guaranteed Delivery: _____________________________
Account Number (if delivered by book-entry transfer): ______________________
________________________________________
3
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ATTENTION BROKER-DEALERS: IMPORTANT NOTICE
CONCERNING YOUR ABILITY TO RESELL THE NEW NOTES
IF THE COMPANY OR THE EXCHANGE AGENT DOES NOT RECEIVE ANY LETTERS OF TRANSMITTAL
FROM BROKER-DEALERS REQUESTING ADDITIONAL COPIES OF THE PROSPECTUS FOR USE IN
CONNECTION WITH RESALES OF THE NEW NOTES, THE COMPANY INTENDS TO TERMINATE THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT AS SOON AS PRACTICABLE AFTER THE
CONSUMMATION OR TERMINATION OF THE EXCHANGE OFFER. IF THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT IS TERMINATED, YOU WILL NOT BE ABLE TO USE THE PROSPECTUS
IN CONNECTION WITH RESALES OF NEW NOTES AFTER SUCH TIME. SEE SECTION ENTITLED
"THE EXCHANGE OFFER--TERMS OF THE EXCHANGE OFFER" CONTAINED IN THE PROSPECTUS
FOR MORE INFORMATION.
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES
OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR
USE IN CONNECTION WITH RESALES OF NEW NOTES:
Name: ______________________________________________________________________
Address: ___________________________________________________________________
Telephone No. ( ) _________________________________________________________
Number of Additional Copies Desired: _______________________________________
If you requested additional copies of the prospectus, YOU MUST MAIL OR SEND A
PHOTOCOPY OF THIS PAGE to:
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BY MAIL: BY FACSIMILE: (212) 343-6933
SCHOLASTIC CORPORATION ATTENTION: RAYMOND MARCHUK
557 BROADWAY
NEW YORK, NEW YORK 10012
ATTENTION: RAYMOND MARCHUK
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DO NOT SEND THE LETTER OF TRANSMITTAL TO THE ABOVE ADDRESS AS IT WILL NOT
CONSTITUTE A VALID TENDER OF OLD NOTES UNDER THE TERMS OF THE EXCHANGE OFFER.
CONSULT THE PROSPECTUS FOR PROPER DELIVERY PROCEDURES.
4
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7, AND 8)
To be completed ONLY (i) if the New Notes issued in exchange for Old
Notes (or if certificates for Old Notes not tendered for exchange for New
Notes) are to be issued in the name of someone other than the undersigned or
(ii) if Old Notes tendered by book-entry transfer that are not exchanged are
to be returned by credit to an account maintained at the Depositary.
Issue to:
<Table>
Name: ------------------------------
(PLEASE PRINT)
Address:
------------------------------
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY
NO.)
Credit Old Notes not exchanged and
delivered by book-entry transfer to
the Depositary account set forth
below:
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(ACCOUNT NUMBER)
</Table>
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7, AND 8)
To be completed ONLY if the New Notes issued in exchange for Old Notes
(or if certificates for Old Notes not tendered in exchange for New Notes)
are to be mailed or delivered (i) to someone other than the undersigned, or
(ii) to the undersigned at an address other than the address shown below the
undersigned's signature.
Mail or deliver to:
<Table>
Name: ------------------------------
(PLEASE PRINT)
Address:
------------------------------
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY
NO.)
</Table>
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<Table>
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BENEFICIAL OWNER(S)
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STATE OF PRINCIPAL RESIDENCE PRINCIPAL AMOUNT OF OLD
OF EACH BENEFICIAL OWNER OF NOTES HELD FOR ACCOUNT
OLD NOTES OF BENEFICIAL OWNER(S)
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</Table>
If delivery of Old Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at the Depositary, then tenders of Old Notes
must be effected in accordance with the procedures mandated by the
Depositary's Automated Tender Offer Program and the procedures set forth in
the Prospectus under the caption "The Exchange Offer--Book-Entry Transfer."
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5
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the offer by Scholastic Corporation (the "Company") upon the
terms and subject to the conditions set forth in the Prospectus dated April ,
2003 (the "Prospectus") and this Letter of Transmittal (the "Letter of
Transmittal"), which, together with the Prospectus, constitutes the Company's
offer (as it may be extended or amended, the "Exchange Offer") to exchange up to
$175,000,000 aggregate principal amount of its 5% Notes Due 2013 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for up to $175,000,000 aggregate principal amount of its
outstanding 5% Notes Due 2013 (the "Old Notes"), the undersigned hereby tenders
to the Company for exchange the Old Notes indicated above.
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of the Old Notes tendered for exchange herewith, the
undersigned (i) acknowledges and agrees that the Company shall have fully
performed all of its obligations under that certain Registration Rights
Agreement dated as of April 4, 2003, among the Company and the initial
purchasers named therein, (ii) will have irrevocably sold, assigned and
transferred to the Company all right, title and interest in, to and under all of
the Old Notes tendered for exchange hereby, and (iii) hereby appoints Citibank,
N.A. as the exchange agent for the Exchange Offer (the "Exchange Agent") as the
true and lawful agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as agent of the Company) of such holder of Old Notes
with respect to such Old Notes, with full power of substitution, to (x) deliver
certificates representing such Old Notes, or transfer ownership of such Old
Notes on the account books maintained by The Depository Trust Company (the
"Depositary") (together, in any such case, with all accompanying evidences of
transfer and authenticity), to the Company, (y) present and deliver such Old
Notes for transfer and cancellation on the books of the Company, and
(z) receive all benefits and otherwise exercise all rights and incidents of
ownership with respect to such Old Notes, all in accordance with the terms of
the Exchange Offer. The power of attorney granted in this paragraph shall be
deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby, and (ii) when such Old Notes are accepted for exchange by the
Company, the Company will acquire good and marketable title thereto, free and
clear of all liens, security interests, conditional sales agreements,
restrictions, charges and encumbrances or other obligations relating to the sale
or transfer of the Old Notes and not subject to any adverse claims. The
undersigned will, upon receipt, execute and deliver any additional documents
deemed by the Exchange Agent or the Company to be necessary or desirable to
complete the exchange, assignment and transfer of the Old Notes tendered for
exchange hereby. The undersigned accepts and agrees to all of the terms of the
Exchange Offer.
The undersigned hereby further represents to the Company that (i) the New
Notes to be acquired pursuant to the Exchange Offer will be acquired in the
ordinary course of business of the person acquiring the New Notes, whether or
not such person is the undersigned, (ii) neither the undersigned nor any person
receiving any New Notes directly or indirectly from the undersigned pursuant to
the Exchange Offer (if not a broker-dealer referred to in the last sentence of
this paragraph) is engaging or intends to engage in the distribution of the New
Notes and none of them has any arrangement or understanding with any person to
participate in the distribution of the New Notes, (iii) the undersigned and each
person receiving any New Notes directly or indirectly from the undersigned
pursuant to the Exchange Offer acknowledge and agree that any person
participating in the Exchange Offer for the purpose of distributing the New
Notes (x) must comply with the registration and prospectus delivery requirements
of the Securities Act, in connection with a secondary resale transaction of the
New Notes acquired by such person and (y) cannot rely on the position of the
staff of the Securities and Exchange
6
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Commission (the "Commission") set forth in the Morgan Stanley and Co., Inc.
no-action letter (available June 5, 1991) or the Exxon Capital Holdings
Corporation no-action letter (available May 13, 1988) or similar letters,
(iv) the undersigned and each person receiving any New Notes directly or
indirectly from the undersigned pursuant to the Exchange Offer understand that a
secondary resale transaction described in clause (iii) above should be covered
by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K of the
Commission and (v) neither the undersigned nor any person receiving any New
Notes directly or indirectly from the undersigned pursuant to the Exchange Offer
is an "affiliate" of the Company, as defined under Rule 405 under the Securities
Act. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes that were acquired as a result of market
making 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 New Notes received in respect of such Old Notes pursuant to the
Exchange Offer; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned acknowledges that, (i) for purposes of the Exchange Offer,
the Company will be deemed to have accepted for exchange, and to have exchanged,
validly tendered Old Notes if, as and when the Company gives oral or written
notice thereof to the Exchange Agent and (ii) any Old Notes tendered by the
undersigned and not accepted for exchange will be returned to the undersigned at
the address set forth above unless otherwise indicated in the box above entitled
"Special Delivery Instructions." Tenders of Old Notes for exchange may be
withdrawn at any time prior to 5:00 p.m., New York time, on the Expiration Date.
The undersigned acknowledges that the Company's acceptance of Old Notes
validly tendered for exchange pursuant to any one of the procedures described in
the section of the Prospectus entitled "The Exchange Offer" and in the
instructions hereto will constitute a binding agreement among the undersigned
and the Company upon the terms and subject to the conditions of the Exchange
Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Old Notes not tendered for exchange in the
name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any certificates for Old
Notes not tendered or exchanged (and accompanying documents, as appropriate) to
the undersigned at the address shown below the undersigned's signature(s). In
the event that either "Special Issuance Instructions" or "Special Delivery
Instructions" are completed, please issue the certificates representing the New
Notes issued in exchange for the Old Notes accepted for exchange in the name(s)
of, and return any Old Notes not tendered for exchange or not exchanged to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Old Notes from the name of the holder of Old
Note(s) thereof if the Company does not accept for exchange any of the Old Notes
so tendered for exchange or if such transfer would not be in compliance with any
transfer restrictions applicable to such Old Note(s).
In order to validly tender Old Notes for exchange, holders of Old Notes must
complete, execute and deliver this Letter of Transmittal.
Except as may be stated in the Prospectus, all authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy and legal representatives of the undersigned. Except as
otherwise stated in the Prospectus, this tender for exchange of Old Notes is
irrevocable.
7
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SIGN HERE
________________________________________________________________________________
SIGNATURE(S) OF OWNER(S))
Date:
MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OLD NOTES EXACTLY AS NAME(S)
APPEAR(S) ON CERTIFICATE(S) REPRESENTING THE OLD NOTES OR ON A SECURITY POSITION
LISTING OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) OF OLD NOTES
BY CERTIFICATES AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY TRUSTEES,
EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS OF
CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE
PROVIDE THE FOLLOWING INFORMATION (SEE INSTRUCTION 6).
Name(s): _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title): _________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ________________________________________________
Tax Identification or Social Security Number(s): _______________________________
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PLEASE COMPLETE SUBSTITUTE FORM W-9
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GUARANTEE OF SIGNATURE(S)
SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1
Authorized Signature: __________________________________________________________
Dated: _________________________________________________________________________
Name and Title: ________________________________________________________________
(PLEASE PRINT)
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
Area Code and Telephone Number: ________________________________________________
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8
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INSTRUCTIONS
(Forming Part of the Terms and Conditions of the Exchange Offer)
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
that is an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, and is a member of one of
the following recognized Signature Guarantee Programs (an "Eligible
Institution"):
(a) The Securities Transfer Agents Medallion Program (STAMP);
(b) The New York Stock Exchange Medallion Signature Program (MSP); or
(c) The Stock Exchange Medallion Program (SEMP).
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Old Notes
tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Old Notes are
tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by holders
of Old Notes (i) if certificates are to be forwarded herewith or (ii) if tenders
are to be made pursuant to the procedures for tender by book-entry transfer or
guaranteed delivery set forth in the section of the Prospectus entitled "The
Exchange Offer--Guaranteed Delivery Procedures." Certificates for all physically
tendered Old Notes or any confirmation of a book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth on the cover of this Letter of Transmittal prior to the
Expiration Date. Holders of Old Notes who elect to tender Old Notes and
(i) whose Old Notes are not immediately available, (ii) who cannot deliver the
Letter of Transmittal, Old Notes or other required documents to the Exchange
Agent prior to the Expiration Date or (iii) who are unable to complete the
procedure for book-entry transfer on a timely basis, may have such tender
effected if:
(a) such tender is made by or through an Eligible Institution;
(b) prior to the Expiration Date, the Exchange Agent has received from such
Eligible Institution a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery
substantially in the form provided by the Company (by facsimile
transmission, mail or hand delivery) setting forth the name and address of
the holder of such Old Notes, the certificate number(s) of such Old Notes
and the principal amount of Old Notes tendered for exchange, stating that
tender is being made thereby and guaranteeing that, within five New York
Stock Exchange trading days after the Expiration Date, this Letter of
Transmittal (or a manually executed facsimile thereof), properly completed
and duly executed, the certificates representing such Old Notes (or a
Book-Entry Confirmation), in proper form for transfer, and any other
documents required by this Letter of Transmittal, will be deposited by such
Eligible Institution with the Exchange Agent; and
(c) a properly completed and duly executed Letter of Transmittal (or a manually
executed facsimile thereof) with certificates for all tendered Old Notes, or
a Book-Entry Confirmation, and any other documents required by this Letter
of Transmittal are received by the Exchange Agent within five New York Stock
Exchange trading days after the Expiration Date.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
9
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TENDERING HOLDER OF OLD NOTES. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. NEITHER THIS LETTER OF TRANSMITTAL NOR ANY OLD
NOTES SHOULD BE SENT TO THE COMPANY.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Old Notes, by execution of this Letter of Transmittal (or
facsimile hereof, if applicable), waive any right to receive notice of the
acceptance of their Old Notes for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Old Notes" above is inadequate, the certificate numbers and
principal amounts of the Old Notes being tendered should be listed on a separate
signed schedule affixed hereto.
4. WITHDRAWALS. A tender of Old Notes may be withdrawn at any time prior
to the Expiration Date by delivery of a written or an Automated Tender Offer
Program electronic transmission notice of withdrawal to the Exchange Agent at
the address set forth on the cover of this Letter of Transmittal. To be
effective, a notice of withdrawal of Old Notes must (i) specify the name of the
person who tendered the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including the certificate number or
numbers and aggregate principal amount of such Old Notes), (iii) be signed by
the holder of Old Notes in the same manner as the original signature on the
Letter of Transmittal by which such Old Notes were tendered (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee under the Indenture register the transfer of such
Old Notes into the name of the person withdrawing the tender, (iv) specify the
name in which any such Old Notes are to be registered, if different from that of
the Depositor, and (v) be received by the Exchange Agent prior to the Expiration
Date. Withdrawals of tenders of Old Notes may not be rescinded, and any Old
Notes withdrawn will thereafter be deemed not validly tendered for purposes of
the Exchange Offer, and no New Notes will be issued with respect thereto unless
the Old Notes so withdrawn are validly retendered. Properly withdrawn Old Notes
may be retendered by following one of the procedures described in the section of
the Prospectus entitled "The Exchange Offer--Procedures for Tendering" at any
time prior to the Expiration Date.
5. PARTIAL TENDERS. (Not applicable to holders of Old Notes who tender Old
Notes by book-entry transfer). Tenders of Old Notes will be accepted only in
integral multiples of $1,000 principal amount. If a tender for exchange is to be
made with respect to less than the entire principal amount of any Old Notes,
fill in the principal amount of Old Notes that are tendered for exchange in
column (4) of the box entitled "Description of Old Notes" on page 3, as more
fully described in the footnotes thereto. In case of a partial tender for
exchange, new certificate(s), in fully registered form, for the remainder of the
principal amount of the Old Notes, will be sent to the holder(s) of such Old
Notes, unless otherwise indicated in the appropriate box on this Letter of
Transmittal, as promptly as practicable after the expiration or termination of
the Exchange Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, POWERS OF ATTORNEY AND
ENDORSEMENTS.
(a) The signature(s) of the holder of Old Notes on this Letter of Transmittal
must correspond exactly with the name(s) as written on the face of the Old
Notes without alteration, enlargement or any change whatsoever.
(b) If tendered Old Notes are owned of record by two or more joint owners, all
such owners must sign this Letter of Transmittal.
(c) If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal and any necessary or required
documents as there are different registrations.
10
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(d) When this Letter of Transmittal is signed by the holder of the Old Notes
listed and transmitted hereby, no endorsements of Old Notes or separate
powers of attorney are required. If, however, Old Notes not tendered or not
accepted are to be issued or returned in the name of a person other than the
holder of Old Notes, then the Old Notes transmitted hereby must be endorsed
or accompanied by appropriate powers of attorney in a form satisfactory to
the Company, in either case signed exactly as the name(s) of the holder of
Old Notes appear(s) on the Old Notes. Signatures on such Old Notes or powers
of attorney must be guaranteed by an Eligible Institution (unless signed by
an Eligible Institution). See Instruction 1.
(e) If this Letter of Transmittal or Old Notes or powers of attorney 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 Company of their authority so to act must be submitted.
(f) If this Letter of Transmittal is signed by a person other than the
registered holder of Old Notes listed, the Old Notes must be endorsed or
accompanied by appropriate powers of attorney, in either case signed exactly
as the name(s) of the registered holder of Old Notes appear(s) on the
certificates. Signatures on such Old Notes or powers of attorney must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution). See Instruction 1.
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the Company
will pay all transfer taxes, if any, applicable to the transfer and exchange of
Old Notes pursuant to the Exchange Offer. If issuance of New Notes is to be made
to, or Old Notes not tendered for exchange are to be issued or returned in the
name of, any person other than the registered holder of the Old Notes tendered,
or if a transfer tax is imposed for any reason other than the exchange of Old
Notes pursuant to the Exchange Offer, and satisfactory evidence of payment of
such taxes or exemptions therefrom is not submitted with this Letter of
Transmittal, the amount of any transfer taxes payable on account of any such
transfer will be imposed on and payable by the tendering holder of Old Notes
prior to the issuance of the New Notes.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the New Notes, or if any
Old Notes not tendered for exchange, are to be issued or sent to someone other
than the holder of Old Notes or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed. Holders of
Old Notes tendering Old Notes by book-entry transfer may request that Old Notes
not accepted be credited to such account maintained at the Depositary as such
holder of Old Notes may designate.
9. IRREGULARITIES. All questions as to the form of documents and the
validity, form, eligibility (including time of receipt), acceptance and
withdrawal of Old Notes will be determined by the Company, in its sole
discretion, whose determination shall be final and binding. The Company reserves
the absolute right to reject any or all tenders for exchange of any particular
Old Notes that are not in proper form, or the acceptance of which would, in the
opinion of the Company (or its counsel), be unlawful. The Company reserves the
absolute right to waive any defect, irregularity or condition of tender for
exchange with regard to any particular Old Notes. The Company's interpretation
of the terms of, and conditions to, the Exchange Offer (including the
instructions herein) will be final and binding. Unless waived, any defects or
irregularities in connection with the Exchange Offer must be cured within such
time as the Company shall determine. Neither the Company, the Exchange Agent nor
any other person shall be under any duty to give notice of any defects or
irregularities in Old Notes tendered for exchange, nor shall any of them incur
any liability for failure to give such notice. A tender of Old Notes will not be
deemed to have been made until all defects and irregularities with respect to
such tender have been cured or waived. Any Old Notes received by the Exchange
Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holders, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
11
<Page>
10. WAIVER OF CONDITION. The Company reserves the absolute right to waive,
amend or modify any of the specified conditions described under "The Exchange
Offer--Expiration Date; Extensions; Amendments" in the Prospectus in the case of
any Old Notes tendered (except as otherwise provided in the Prospectus).
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. If a holder of Old
Notes desires to tender Old Notes pursuant to the Exchange Offer, but any of
such Old Notes has been mutilated, lost, stolen or destroyed, such holder of Old
Notes should contact the Exchange Agent at the address set forth on the cover of
this Letter of Transmittal for further instructions.
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests for
information about the procedure for tendering or for withstanding tenders, or
for additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover of this Letter of Transmittal. All other questions about this Exchange
Offer should be addressed to Mr. Raymond Marchuk at the Company (telephone
number 212-343-6857).
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF
APPLICABLE) TOGETHER WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE
NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED
BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
IMPORTANT TAX INFORMATION
Each holder of Old Notes must, unless an exemption applies, provide the
Exchange Agent with such holder's correct taxpayer identification number on the
Substitute Form W-9 below, with the required certifications being made under
penalties of perjury. If the Exchange Agent is not provided with the correct
taxpayer identification number, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service in addition to being subject to backup
withholding.
If backup withholding applies, the Company is required to withhold 30% of
any payment made to the holder of Old Notes or other payee pursuant to the
exchange. Backup withholding is not an additional federal income tax. Rather,
the federal income tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
Certain holders of Old Notes (including, among others, most corporations and
certain foreign individuals) are not subject to these backup withholding
requirements with respect to interest payments. A foreign individual may qualify
as an exempt recipient by submitting to the Exchange Agent a properly completed
Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable
(the terms of which the Exchange Agent will provide upon request), signed under
penalty of perjury, attesting to the holder's exempt status. For payees exempt
from backup withholding, see the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "Guidelines") below.
The holder of Old Notes is required to give the Exchange Agent the Taxpayer
Identification Number ("TIN") (e.g., social security number ("SSN") or employer
identification number ("EIN")) of the record owner of the Old Notes. If the Old
Notes are held in more than one name or are not held in the name of the actual
owner, consult the enclosed Guidelines for additional guidance regarding which
number to report.
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<Page>
A holder of Old Notes should consult his or her tax advisor as to his or her
qualification for exemption from the backup withholding requirements and the
procedure for obtaining an exemption.
<Table>
PAYER'S NAME: CITIBANK, N.A.
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN SOCIAL SECURITY NUMBER
SUBSTITUTE THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW ------------------------
OR
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE ------------------------
EMPLOYER IDENTIFICATION NUMBER
----------------------------------------------------------------------------
PAYER'S REQUEST FOR PART 2--CERTIFICATION--Under Penalties of Perjury, I certify that:
</Table>
<Table>
TAXPAYER IDENTIFICATION (1) The number shown on this form is my correct
NO. ("TIN") taxpayer identification number (or I am
waiting for a number to be issued to me),
and
(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 (the "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
PART 3 --Awaiting TIN [ ]
(3) I am a U.S. person.
- ----------------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return. However,
if after being notified by the IRS that you are subject to backup withholding
you received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
</Table>
- --------------------------------------------------------------------------------
SIGNATURE ________________________________ DATE ________________________________
NAME ___________________________________________________________________________
ADDRESS ________________________________________________________________________
CITY ______________________________ STATE _____________________________ ZIP CODE
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A BACKUP
WITHHOLDING OF 30% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE RETURN THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
13
<Page>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9.
PAYER'S NAME: CITIBANK, N.A.
- --------------------------------------------------------------------------------
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 (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or
(b) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number within sixty
(60) days, 30% of all reportable payments made to me thereafter will be withheld
until I provide such a number.
Signature: _____________________________ Date: _____________________________
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL
INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (800) 422-2066
OR BY FACSIMILE AT (212) 825-3483.
- --------------------------------------------------------------------------------
14
<Page>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. The taxpayer identification number for an individual is the individual's
Social Security number. Social Security numbers have nine digits separated by
two hyphens: E.G., 000-00-0000. The taxpayer identification number for an entity
is the entity's Employer Identification number. Employer Identification numbers
have nine digits separated by one hyphen: E.G., 00-0000000. The table below will
help determine the number to give the payer.
<Table>
<Caption>
- --------------------------------------------------
GIVE THE NAME
AND SOCIAL
FOR THIS TYPE OF SECURITY
ACCOUNT: NUMBER OF--
- --------------------------------------------------
1. Individual The Individual
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first
individual on the
account (1)
3. Custodian account of The minor (2)
a minor (Uniform Gift
to Minors Act)
4. a. the usual The grantor-trustee (1)
revocable savings
trust (grantor is
also trustee)
b. b. So-called trust The actual owner (1)
account that is not
a legal or valid
trust under state
law
5. Sole proprietorship The owner (3)
<Caption>
- --------------------------------------------------
GIVE THE
AND EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- --------------------------------------------------
6. A valid trust, estate The legal entity (4)
or pension trust
7. Corporate The corporation
8. Association, club, The organization
religious,
charitable,
educational or other
tax-exempt
organization
9. Partnership The partnership
10. A broker or The broker or nominee
registered nominee
11. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district, or prison)
that receives
agricultural program
payments
</Table>
- --------------------------------------------------------------------------------
1. List first and circle the name of the person whose number you furnish.
2. Circle the minor's name and furnish the minor's social security number.
3. You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your SSN or TIN (if you have
one).
4. List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
NOTE: IF NO NAME IS CIRCLED WHEN MORE THAN ONE NAME IS LISTED, THE NUMBER WILL
BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
15
<Page>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.
In some cases, individuals who become U.S. resident aliens for tax purposes
are not eligible to obtain an SSN. This includes certain resident aliens who
must receive information returns but who cannot obtain an SSN. These individuals
must apply for an Individual Taxpayer Identification Number ("ITIN") on
Form W-7, Application for IRS Individual Taxpayer Identification Number, unless
they have an application pending for an SSN. Individuals who have an ITIN must
provide it on Form W-9.
To complete the Substitute Form W-9, if you do not have a taxpayer
identification number, write "Applied For" in the space for the taxpayer
identification number, sign and date the Form, and give it to the requester. If
the requester does not receive your taxpayer identification number within
60 days, backup withholding, if applicable, will begin and will continue until
you furnish your taxpayer identification number to the requester.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for
which no information reporting is required. For interest and dividends, all
listed payees are exempt except item (9). For broker transactions, payees listed
in (1) through (13) and a person registered under the Investment Advisers Act of
1940 who regularly acts as a broker are exempt. Payments subject to reporting
under sections 6041 and 6041A are generally exempt from backup withholding only
if made to payees described in items (1) through (7), except that a corporation
that provides medical and health care services or bills and collects payments
for such services is not exempt from backup withholding or information
reporting. Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions, patronage dividends and payments
by certain fishing boat operators.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an individual
retirement plan ("IRA"), or a custodial account under section 403(b)(7), if
the account satisfies the requirements of section 401(1)(2).
(3) The United States or any of its agencies or instrumentalities.
(4) A State, the District of Columbia, a possession of the United States or any
of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States, the District of Columbia or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment
Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in the
most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends generally not subject to
backup withholding also include the following:
(1) Payments to nonresident aliens subject to withholding under section 1441.
(2) Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident partner.
(3) Payments of patronage dividends not paid in money.
(4) Payments made by certain foreign organizations.
(5) Section 404(k) distributions made by an ESOP.
Payments of interest generally not subject to backup withholding include the
following:
(1) Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
(2) Payments of tax-exempt interest (including exempt interest dividends under
section 852).
(3) Payments described in section 6049(b)(5) to nonresident aliens.
(4) Payments on tax-free covenant bonds under section 1451.
(5) Payments made by certain foreign organizations.
(6) Mortgage interest paid by you.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A and 6050N and the regulations under such sections.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE
ERRONEOUS BACKUP WITHHOLDING. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER. WRITE
"EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE
PAYER.
PRIVACY ACT NOTICES
Section 6109 requires you to give your correct taxpayer identification
number to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest you
paid, the acquisition or abandonment of secured property, cancellation of debt
or contributions you made to an IRA. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. The IRS may also
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states and the District of Columbia to carry out their
tax laws. You must provide your taxpayer identification number whether or not
you are qualified to file a tax return. Payers must generally withhold 30% of
taxable interest, dividend, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE.
16