EXHIBIT 99.2
FORM OF LETTER OF TRANSMITTAL
FOR TENDERS OF
$15,368,000 AGGREGATE PRINCIPAL AMOUNT OF
12 5/8% SENIOR NOTES DUE 2004
TEVECAP S.A.
PURSUANT TO THE PROSPECTUS
DATED , 1997 OF TEVECAP S.A.
THE REGISTERED EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME,
ON , 1997 (UNLESS EXTENDED) (THE "EXPIRATION DATE"). TENDERED OLD
SECURITIES (AS DEFINED BELOW) MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE
EXPIRATION DATE OF THE REGISTERED EXCHANGE OFFER.
Deliver to: The Chase Manhattan Bank, Exchange Agent:
BY MAIL, BY OVERNIGHT COURIER
OR BY HAND:
THE CHASE MANHATTAN BANK
15th Floor
450 West 33rd Street
New York, New York 10001
Attn: Douglas Lavelle
BY FACSIMILE:
(212) 946-8177
CONFIRMED BY TELEPHONE:
(212) 946-3009
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
The undersigned (the "Holder") acknowledges that he or she has received the
Prospectus, dated , 1997 (the "Prospectus"), of Tevecap S.A., a
Brazilian corporation ("Tevecap"), and this Letter of Transmittal, which may be
amended from time to time (this "Letter"), which together constitute Tevecap's
offer (the "Registered Exchange Offer") to exchange an aggregate principal
amount of up to $15,368,000 of its 12 5/8% Senior Notes due 2004 (the "Exchange
Notes") together with the Subsidiary Guarantees (as defined in the Prospectus
and together with the Exchange Notes, the "Exchange Securities") which have been
registered under the Securities Act of 1933 (the "Securities Act"), pursuant to
a Registration Statement of which the Prospectus constitutes a part, for a like
principal amount of the issued and outstanding 12 5/8% Senior Notes due 2004
(the "Old Notes") of which $15,368,000 aggregate principal amount is
outstanding, together with the Subsidiary Guarantees of the Old Notes (such
Subsidiary Guarantees with the Old Notes, the "Old Securities").
For each Old Note accepted for exchange, the Holder of such Old Note will
receive an Exchange Note having a principal amount equal to that of the
surrendered Old Note. The New Notes will bear interest from the most recent date
to which interest has been paid on the Old Notes. Registered holders of Exchange
Notes on the relevant record date for the first interest payment date following
the consummation of the Registered Exchange Offer will receive interest accruing
from the most recent date to which interest has been paid. Old Notes accepted
for exchange will cease to accrue interest from and after the date of
consummation of the Registered Exchange Offer. Holders of Old Notes whose Old
Notes are accepted for exchange will not receive any payment in respect of
interest on such Old Notes otherwise payable on any interest payment date the
record date for which occurs on or after consummation of the Registered Exchange
Offer.
This Letter is to be used: (i) by all Holders who are not members of the
Automated Tender Offering Program ("ATOP") at the Depository Trust Company
("DTC"), (ii) by Holders who are ATOP members but choose not to use ATOP or
(iii) if the Old Securities are to be tendered in accordance with the guaranteed
delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 2 hereto. Delivery of
this Letter to DTC does not constitute delivery to the Exchange Agent.
Notwithstanding anything to the contrary in the Exchange and Registration
Rights Agreement, dated July , 1997, among Tevecap and (the
"Exchange and Registration Rights Agreement"), Tevecap will accept for exchange
any and all Old Securities validly tendered on or prior to 5:00 p.m., New York
City time, on the earlier of , 1997 (unless the Registered Exchange
Offer is extended by Tevecap) (the "Expiration Date"). Tenders of Old Securities
may be withdrawn at any time prior to 5:00 p.m., New York City time, on the
Expiration Date.
IMPORTANT: HOLDERS WHO WISH TO TENDER OLD SECURITIES IN THE REGISTERED EXCHANGE
OFFER MUST COMPLETE THIS LETTER OF TRANSMITTAL AND TENDER THE OLD SECURITIES TO
THE EXCHANGE AGENT AND NOT TO TEVECAP.
The Exchange Offer is not conditioned upon any minimum principal amount of
Old Securities being tendered for exchange.
The Registered Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, Holders of Old Securities in any jurisdiction in
which the making or acceptance of the Registered Exchange Offer would not be in
compliance with the laws of such jurisdiction.
The instructions included with this Letter of Transmittal must be followed
in their entirety. Questions and requests for assistance or for additional
copies of the Prospectus or this Letter of Transmittal may be directed to the
Exchange Agent at the address listed above.
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APPROPRIATE SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Tevecap the principal amount of Old
Securities indicated below under "Description of Old Securities," in accordance
with and upon the terms and subject to the conditions set forth in the
Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal, for the purpose of exchanging each $1,000 principal amount of Old
Notes and Subsidiary Guarantees designated herein held by the undersigned and
tendered hereby for $1,000 principal amount of the Exchange Notes and Subsidiary
Guarantees. Exchange Notes will be issued only in integral multiples of $1,000
to each tendering Holder of Old Securities whose Old Securities are accepted in
the Registered Exchange Offer. Holders may tender all or a portion of their Old
Securities pursuant to the Registered Exchange Offer.
Subject to, and effective upon, the acceptance for exchange of the Old
Securities tendered herewith in accordance with the terms of the Registered
Exchange Offer, the undersigned hereby sells, assigns and transfers to, or upon
the order of, Tevecap all right, title and interest in and to all such Old
Securities that are being tendered hereby and that are being accepted for
exchange pursuant to the Registered Exchange Offer. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that the
Exchange Agent also acts as the agent of Tevecap), with respect to the Old
Securities tendered hereby and accepted for exchange pursuant to the Registered
Exchange Offer with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to deliver the Old
Securities tendered hereby to Tevecap (together with all accompanying evidences
of transfer and authenticity) for transfer or cancellation by Tevecap.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or incapacity
of the undersigned and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, legal representatives,
successors and assigns of the undersigned. Any tender of Old Securities
hereunder may be withdrawn only in accordance with the procedures set forth in
"The Registered Exchange Offer--Withdrawal Rights" section of the Prospectus and
the instructions contained in this Letter of Transmittal. See Instruction 4
hereto.
The undersigned hereby represents and warrants that he or she has full power
and authority to tender, exchange, assign and transfer the Old Securities
tendered hereby and that Tevecap will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned will, upon request, execute
and deliver any additional documents deemed by Tevecap to be necessary or
desirable to complete the assignment and transfer of the Old Securities
tendered. The undersigned has read and agrees to all of the terms of the
Registered Exchange Offer.
The undersigned will, upon request, execute and deliver any additional
documents deemed by Tevecap to be necessary or desirable to complete the sale,
assignment and transfer of the Old Securities tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Registered Exchange Offer--Withdrawal
Rights" section of the Prospectus and the instructions contained in this Letter
of Transmittal. See Instruction 4 hereto.
The name(s) and address(es) of the registered Holder(s) should be printed
herein under "Description of Old Securities" (unless a label setting forth such
information appears thereunder), exactly as they appear on the Old Securities
tendered hereby. The certificate number(s) and the principal amount of Old
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Securities to which this Letter relates, together with the principal amount of
such Old Securities that the undersigned wishes to tender, should be indicated
in the appropriate boxes herein under "Description of Old Securities."
The undersigned agrees that acceptance of any tendered Old Securities by
Tevecap and the issuance of Exchange Securities in exchange therefor shall
constitute performance in full by Tevecap of its obligations under the Exchange
and Registration Rights Agreement and that, upon the issuance of the Exchange
Notes, Tevecap will have no further obligations or liabilities thereunder.
The undersigned understands that the tender of Old Securities pursuant to
one of the procedures described in the Prospectus under "The Registered Exchange
Offer -- Exchange Offer Procedures" and the Instructions hereto will constitute
the tendering Holder's acceptance of the terms and the conditions of the
Registered Exchange Offer. The undersigned hereby represents and warrants to
Tevecap that the Exchange Securities to be acquired by such Holder pursuant to
the Registered Exchange Offer are being acquired in the ordinary course of such
Holder's business, that such Holder has no arrangement or understanding with any
person to participate in the distribution of the Exchange Securities. Tevecap's
acceptance of Old Securities for exchange tendered pursuant to the Registered
Exchange Offer will constitute a binding agreement between the tendering Holder
and Tevecap upon the terms and subject to the conditions of the Registered
Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT IT IS NOT ENGAGED IN,
AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION OF THE EXCHANGE SECURITIES.
The undersigned also acknowledges that this Registered Exchange Offer is
being made based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") which lead Tevecap and the Subsidiary Guarantors
to believe that the Exchange Securities issued in exchange for the Old
Securities pursuant to the Registered Exchange Offer may be offered for resale,
resold and otherwise transferred by holders thereof (other than (i) a
broker-dealer who acquired the Old Securities as a result of market-making
activities or other trading activities, (ii) an Initial Purchaser who acquired
the Old Securities directly from Tevecap solely in order to resell pursuant to
Rule 144A of the Securities Act or any other available exemption under the
Securities Act, or (iii) a person that is an "affiliate" (as defined in Rule 405
of the Securities Act) of Tevecap), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Securities are acquired in the ordinary course of such holders'
business and such holders are not participating and have no arrangement or
understanding with any person to participate in the distribution of such
Exchange Securities. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Securities and has no arrangement or understanding to
participate in a distribution of Exchange Securities. If any holder is an
affiliate of Tevecap or is engaged in or has any arrangement or understanding
with respect to the distribution of the Exchange Securities to be acquired
pursuant to the Registered Exchange Offer, such holder (i) could not rely on the
applicable interpretations of the staff of the Commission and (ii) must comply
with the registration and prospectus delivery requirements of the Securities
Act. If the undersigned is a broker-dealer that will receive Exchange Securities
for its own account in exchange of Old Securities, it represents that the Old
Securities to be exchanged for the Exchange Securities were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Securities. 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 understands that the Exchange Securities issued in
consideration of Old Securities accepted for exchange, and/or any principal
amount of Old Securities not tendered or not accepted for exchange, will only be
issued in the name of the Holder(s) appearing herein under "Description of Old
Securities." Unless otherwise indicated under "Special Delivery Instructions,"
please mail the Exchange Securities issued in consideration of Old Securities
accepted for exchange, and/or any principal amount of
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Old Securities not tendered or not accepted for exchange (and accompanying
documents, as appropriate), to the Holder(s) at the address(es) appearing herein
under "Description of Old Securities." In the event that the Special Delivery
Instructions are completed, please mail the Exchange Securities issued in
consideration of Old Securities accepted for exchange, and/or any Old Securities
for any principal amount not tendered or not accepted for exchange, in the name
of the Holder(s) appearing herein under "Description of Old Securities," and
send such Exchange Securities and/or Old Securities to, the address(es) so
indicated. Any transfer of Old Securities to a different holder must be
completed, according to the provisions on transfer of Old Securities contained
in the Indenture.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
SECURITIES" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD SECURITIES AS SET FORTH IN SUCH BOX BELOW.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE REGISTERED EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal or
notice of withdrawal, as the case may be, must be guaranteed by an institution
which falls within the definition of "eligible guarantor institution" contained
in Rule 17Ad-15 as promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended (hereinafter, an "Eligible
Institution") unless the Old Securities tendered hereby are tendered by the
Holder(s) of the Old Securities who has (have) not completed the box entitled
"Special Delivery Instructions" on this Letter of Transmittal or the Old
Securities are tendered for the account of an Eligible Institution.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD SECURITIES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used: by all Holders
who are not ATOP members, by Holders who are ATOP members but choose not to use
ATOP or if the Old Securities are to be tendered in accordance with the
guaranteed delivery procedures set forth in the Prospectus under "The Registered
Exchange Offer-- Guaranteed Delivery Procedures." To validly tender Old
Securities, a Holder must physically deliver a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees and all other required documents to the Exchange Agent at
its address set forth on the cover of this Letter of Transmittal prior to the
Expiration Date (as defined below) or the Holder must properly complete and duly
execute an ATOP ticket in accordance with DTC procedures. Otherwise, the Holder
must comply with the guaranteed delivery procedures set forth in the next
paragraph. Notwithstanding anything to the contrary in the Exchange and
Registration Rights Agreement, the term "Expiration Date" means 5:00 p.m., New
York City time, on the earlier of , 1997 (or such later date to which
Tevecap may, in its sole discretion, extend the Registered Exchange Offer). If
this Registered Exchange Offer is extended, the term "Expiration Date" shall
mean the latest time and date to which the Registered Exchange Offer is
extended. Tevecap expressly reserves the right, at any time or from time to
time, to extend the period of time during which the Exchange Offer is open by
giving oral (confirmed in writing) or written notice of such extension to the
Exchange Agent and by making a public announcement of such extension prior to
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.
LETTERS OF TRANSMITTAL SHOULD NOT BE SENT TO TEVECAP OR TO DTC.
If a Holder of the Old Securities desires to tender such Old Securities and
time will not permit such Holder's required documents to reach the Exchange
Agent before the Expiration Date, a tender may be effected if the tender is made
through an Eligible Institution, on or prior to the Expiration Date, the
Exchange Agent receives from such Eligible Institution a properly completed and
duly executed Letter of Transmittal (or a facsimile thereof) and Notice of
Guaranteed Delivery (by telegram, facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder of the Old Securities and the
principal amount of Old Securities tendered, stating that the tender is being
made thereby and guaranteeing that within three New York Stock Exchange trading
days after the Expiration Date, any documents required by the Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent; and all other documents required by the Letter of Transmittal are
received by the Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date. See "The Registered Exchange Offer--Guaranteed
Delivery Procedures" as set forth in the Prospectus.
Only a Holder of Old Securities may tender Old Securities in the Registered
Exchange Offer. The term "Holder" as used herein with respect to the Old
Securities means any person in whose name Old Securities are registered on the
books of the Trustee. If the Letter of Transmittal or any Old Securities are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless
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waived by Tevecap, proper evidence satisfactory to Tevecap of their authority to
so act must be so submitted.
Any beneficial Holder whose Old Securities are registered in the name of his
broker, dealer, commercial bank, trust company or other nominee and who wishes
to validly surrender those Old Securities in the Registered Exchange Offer
should contact such registered Holder promptly and instruct such registered
Holder to tender on his behalf. If such beneficial Holder wishes to tender on
his own behalf, such beneficial Holder must, prior to completing and executing
the Letter of Transmittal, make appropriate arrangements to register ownership
of the Old Notes in such beneficial holder's name. It is the responsibility of
the beneficial holder to register ownership in his own name if he chooses to do
so. The transfer of record ownership may take considerable time.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF)
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE EXCHANGING
HOLDER, but, except as otherwise provided below, the delivery will be deemed
made only when actually received or confirmed by the Exchange Agent. If sent by
mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to assure timely
delivery to the Exchange Agent before the Expiration Date. No Letters of
Transmittal or Old Securities should be sent to Tevecap.
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or facsimile
hereof), waive any right to receive notice of acceptance of their Old Securities
for exchange.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and principal amount of the Old Securities to which this
Letter of Transmittal relates should be listed on a separate signed schedule
attached hereto.
4. WITHDRAWAL OF TENDER. Tenders of Old Securities may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date.
To be effective, a written or facsimile transmission notice of withdrawal
must be received by the Exchange Agent at the address set forth herein prior to
5:00 p.m., New York City time, on the Expiration Date, specify the name of the
person having tendered the Old Securities to be withdrawn, identify the Old
Securities to be withdrawn and be signed by the Holder in the same manner as the
original signature on the Letter of Transmittal by which such Old Securities
were tendered (including any required signature guarantees) or accompanied by
evidence satisfactory to Tevecap that the Holder withdrawing such tender has
succeeded to beneficial ownership of such Old Securities. If Old Securities have
been tendered pursuant to the ATOP procedure with DTC, any notice of withdrawal
must otherwise comply with the procedures of DTC. Old Securities properly
withdrawn will thereafter be deemed not validly tendered for purposes of the
Registered Exchange Offer; PROVIDED, HOWEVER, that withdrawn Old Securities may
be retendered by again following one of the procedures described herein at any
time prior to 5:00 p.m., New York City time, on the Expiration Date. All
questions as to the validity, form and eligibility (including time of receipt)
of notice of withdrawal will be determined by Tevecap, whose determinations will
be final and binding on all parties. Neither Tevecap, the Exchange Agent, nor
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. The Exchange Agent intends to use reasonable efforts
to give notification of such defects and irregularities.
5. PARTIAL TENDERS; PRO RATA EFFECT. Tenders of the Old Securities will be
accepted only in integral multiples of $1,000. If less than the entire principal
amount evidenced by any Old Securities is to be tendered, fill in the principal
amount that is to be tendered in the box entitled "Principal Amount Tendered"
below. The entire principal amount of all Old Securities delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
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6. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
Holder(s) of the Old Securities tendered hereby, the signature must correspond
with the name as written on the face of the certificate representing such Old
Securities without alteration, enlargement or any change whatsoever.
If any of the Old Securities tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any of the Old Securities tendered hereby are registered in different
names, it will be necessary to complete, sign and submit as many separate copies
of this Letter of Transmittal and any necessary accompanying documents as there
are different registrations.
When this Letter of Transmittal is signed by the Holder(s) of Old Securities
listed and tendered hereby, no endorsements or separate bond powers are
required.
If this Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by Tevecap, proper evidence
satisfactory to Tevecap of their authority to so act must be submitted.
7. SPECIAL DELIVERY INSTRUCTIONS. Tendering Holders should indicate in the
applicable box the name and address to which Exchange Securities issued in
consideration of Old Securities accepted for exchange, or Old Securities for
principal amounts not exchanged or not tendered, are to be sent, if different
from the name and address of the person signing this Letter of Transmittal.
8. TRANSFER TAXES. Tevecap will pay all transfer taxes, if any, applicable
to the exchange of Old Securities pursuant to the Registered Exchange Offer. If,
however, Exchange Securities and/or substitute Old Securities for principal
amounts not exchanged are to be delivered to any person other than the Holder of
the Old Securities or if a transfer tax is imposed for any reason other than the
exchange of Old Securities pursuant to the Registered Exchange Offer, the amount
of any such transfer taxes (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, the amount of
such transfer taxes will be billed directly to such tendering Holder.
9. IRREGULARITIES. All questions as to validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old
Securities will be resolved by Tevecap, in its sole discretion, whose
determination shall be final and binding. Tevecap reserves the absolute right to
reject any or all tenders of any particular Old Securities that are not in
proper form, or the acceptance of which would, in the opinion of Tevecap or its
counsel, be unlawful. Tevecap also reserves the absolute right to waive any
defect, irregularity or condition of tender with regard to any particular Old
Securities. Tevecap's interpretation of the terms of, and conditions to, the
Registered Exchange Offer (including the instructions herein) will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
must be cured within such time as Tevecap shall determine. Neither Tevecap nor
the Exchange Agent shall be under any duty to give notification of defects in
such tenders or shall incur any liability for failure to give such notification.
The Exchange Agent intends to use reasonable efforts to give notification of
such defects and irregularities. Tenders of Old Securities will not be deemed to
have been made until all defects and irregularities have been cured or waived.
Any Old Securities received by the Exchange Agent that are not properly tendered
and as to which the irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holder, unless otherwise
provided by this Letter of Transmittal, as soon as practicable following the
Expiration Date.
10. INTEREST ON EXCHANGED OLD SECURITIES. Holders whose Old Securities are
accepted for exchange will not receive accrued interest thereon on the date of
exchange. Instead, interest accruing from November 26, 1996 through the
Expiration Date will be payable on the Exchange Securities on May 26,
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1997, in accordance with the terms of the Exchange Securities. See "The Exchange
Offer--Interest on the Exchange Notes" and "Description of Notes" sections of
the Prospectus.
11. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Holders whose
certificates for Old Securities have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), TOGETHER WITH
ALL REQUIRED DOCUMENTS, OR A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY
THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under Federal income tax laws, a registered Holder of Old Securities or
Exchange Securities is required to provide the Trustee (as payer) with such
Holder's correct TIN on Substitute Form W-9 below or otherwise establish a basis
for exemption from backup withholding. If such Holder is an individual, the TIN
is his social security number. If the Trustee is not provided with the correct
TIN, a $50 penalty may be imposed by the Internal Revenue Service, and payments
made to such Holder with respect to Old Securities or Exchange Securities may be
subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Trustee a properly completed Internal Revenue Service Form W-8, signed under
penalties of perjury, attesting to that Holder's exempt status. A Form W-8 can
be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 31% of
any payments made to the Holder or other payee. Backup withholding is not an
additional Federal income tax. Rather, the Federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Old
Securities or Exchange Securities the Holder is required to provide the Trustee
with: the Holder's correct TIN by completing the form below, certifying that the
TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting
a TIN) and that such Holder is exempt from backup withholding, the Holder has
not been notified by the Internal Revenue Service that the Holder is subject to
backup withholding as a result of failure to report all interest or dividends or
the Internal Revenue Service has notified the Holder that the Holder is no
longer subject to backup withholding; and if applicable, an adequate basis for
exemption.
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PAYER'S NAME: THE CHASE MANHATTAN BANK
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT -----------------------
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number
OR
-----------------------
Employer Identification
Number
PART 2--Certification--Under penalty of perjury, I certify that:
Department of the (1) The number shown on this form is my correct Taxpayer Identification
Treasury Internal Number (or I am waiting for a Taxpayer number to be issued to me); and
Revenue Service
(2) I am not subject to backup withholding because (i) I am exempt from
Payee's Request for backup withholding, (ii) I have not been notified by the Internal
Taxpayer Identification Revenue Service ("IRS") that I am subject to backup withholding as a
Number ("TIN") result of failure to report all interest or dividends, or (iii) the
IRS has notified me that I am no longer subject to backup withholding.
Certificate instruction--You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup
withholding because of under reporting interest or dividends on your
tax return. However, if after being notified by the IRS that you were
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).
SIGNATURE --------------------- Date PART 3
---------------, 1997
NAME (Please Print) Awaiting TIN / /
------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 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 (i) 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 (ii) 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 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature
- ----------------------------------------------------------------- Date
- --------------------
Name (Please Print)
- --------------------------------------------------------------------------------
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PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1 AND 7)
To be completed ONLY if the Exchange Securities issued in consideration of
Old Securities exchanged, or certificates for Old Securities in a principal
amount not surrendered for exchange are to be mailed to someone other than
the undersigned or to the undersigned at an address other than that below.
Mail to:
Name:
(Please Print)
Address:
(Zip Code)
DESCRIPTION OF OLD SECURITIES
(SEE INSTRUCTIONS 2 AND 7)
NAME(S) AND ADDRESS(ES)
OF CERTIFICATE(S)
REGISTERED HOLDER(S) (ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
(PLEASE FILL IN, IN
BLANK)
PRINCIPAL AMOUNT OF
OLD
AGGREGATE PRINCIPAL SECURITIES
AMOUNT TENDERED**
OF OLD SECURITIES (MUST BE INTEGRAL
CERTIFICATE EVIDENCED BY MULTIPLES
NUMBER(S)* CERTIFICATE(S) OF $1,000)
Total
- ------------------------
* Need not be completed if Old Securities are being tendered by book-entry
transfer.
** Unless otherwise indicated, the entire principal amount of Old Securities
evidenced by any certificate will be deemed to have been tendered.
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(Boxes below to be checked by Eligible Institutions only)
/ / CHECK HERE IF TENDERED OLD 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
DTC Account Number
Transaction Code Number
/ / CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD SECURITIES ARE
BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
Window Ticket Number (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
DTC Account Number
Transaction Code Number
/ / CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD SECURITIES ARE TO BE RETURNED BY
CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD SECURITIES FOR YOUR 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
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
PLEASE SIGN HERE
WHETHER OR NOT OLD SECURITIES ARE BEING
PHYSICALLY TENDERED HEREBY
X _________________________________________ ____________________
X _________________________________________ ____________________
SIGNATURE(S) OF OWNER(S) DATED
OF AUTHORIZED SIGNATORY
Area Code and Telephone Number: ________________________________________________
This box must be signed by registered holder(s) of Old Securities as their
name(s) appear(s) on certificate(s) for Old Securities hereby tendered or on a
security position listing, or by any person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this Letter (including
such opinions of counsel, certifications and other information as may be
required by Tevecap or the Trustee for the Old Securities to comply with the
restrictions on transfer applicable to the Old Securities). If signature is by
an attorney-in-fact, trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, such person must
set forth his or her full title below.
Name(s) ________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Tax Identification or Social Security Number(s) ________________________________
________________________________________________________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 6 to determine if required)
Authorized Signature ___________________________________________________________
Name ___________________________________________________________________________
Name of Firm ___________________________________________________________________
Title __________________________________________________________________________
Address ________________________________________________________________________
Area Code and Telephone Number _________________________________________________
Dated __________________________________________________________________________
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
- --------------------------------------------
- --------------------------------------------
FOR THIS TYPE GIVE THE SOCIAL
OF ACCOUNT: SECURITY NUMBER
OF-
FOR THIS TYPE GIVE THE EMPLOYER
OF ACCOUNT: IDENTIFICATION
NUMBER OF-
- -------------------------------------------------------
- -------------------------------------------------------
1. Individual The individual
2. Two or more The actual owner of
individuals (joint the account or, if
accounts) combined funds, the
first individual on
the accounts.(2)
3. Custodian account of a The minor(4)
minor (Uniform Gift to
Minors Act)
4.a. The usual revocable The grantor-trustee
savings trust (grantor
is also trustee)
b. So-called trust The actual owner
account that is not a
legal or valid trust
under State law
5. Sole proprietorship The owner(1)
6. Sole proprietorship The owner(1)
7. A valid trust, estate, Legal entity(3)
or pension trust
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational or other
tax-exempt
organization
10. Partnership The partnership
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of Agricul-
ture in the name of a
public entity (such as
a State or local
government, school
district, or prison)
that receives
agricultural program
payments
- --------------------------
(1) 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 EIN.
(2) List first and circle the name of the person whose number you furnish.
(3) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the identifying number of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
(4) Circle the minor's name and furnish the minor's social security number.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't 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 and apply for a
number.
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
items (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 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 or custodial account under section 403(b)(7).
(3) The United States or any agency or instrumentality thereof.
(4) A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
(5) A foreign government, a political subdivision of a foreign government, or
an agency or instrumentality thereof.
(6) An international organization or any agency or instrumentality thereof.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the U.S. or a
possession of the U.S.
(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 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) An exempt charitable remainder trust, or a non-exempt trust described in
section 4947.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
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.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
NOTE: You may be subject to backup withholding if this interest is $60 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.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER. WRITE "EXEMPT" ON THE FACE OF THE FORM AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, royalties, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% 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 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) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. If you fail
to include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) 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.
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