Exhibit 99.1
FORM OF
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
12% SENIOR NOTES DUE 2007
OF
BRILL MEDIA COMPANY, LLC
AND
BRILL MEDIA MANAGEMENT, INC.
PURSUANT TO THE PROSPECTUS DATED MARCH , 1998
Offer to exchange Series B 12% Senior Notes due 2007 ("Exchange Notes"),
which are fully and unconditionally guaranteed by subsidiaries of Brill Media
Company, LLC, and Brill Media Management, Inc., and have been registered under
the Securities Act of 1933, as amended, for any and all outstanding 12% Senior
Notes due 2007 ("Original Notes"), which are fully and unconditionally
guaranteed by subsidiaries of Brill Media Company, LLC, and Brill Media
Management, Inc., and have not been so registered, pursuant to the Prospectus
dated March , 1998.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
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PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed and submitted as follows:
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE UNITED STATES TRUST COMPANY OF NEW YORK
(THE "EXCHANGE AGENT")
FOR INFORMATION BY TELEPHONE:
1-800-548-6565
BY REGISTERED OR CERTIFIED MAIL: BY HAND BEFORE 4:30 P.M.:
The United States Trust Company The United States Trust Company
of New York of New York
P.O. Box 843 Cooper Station 111 Broadway
New York, New York 10276 New York, New York 10006
Attention: Corporate Trust Services Attention: Lower Level Corporate
Trust Window
BY OVERNIGHT COURIER AND BY FACSIMILE TRANSMISSION:
BY HAND AFTER 4:30 P.M.: (212) 780-0592
The United States Trust Company Attention: Customer Service
Of New York CONFIRM BY TELEPHONE TO:
770 Broadway, 13th Floor (800) 548-6565
New York, New York 10003
(ORIGINALS OF ALL DOCUMENTS SENT BY FACSIMILE SHOULD BE
SENT PROMPTLY BY REGISTERED OR CERTIFIED MAIL, BY HAND, OR
BY OVERNIGHT DELIVERY SERVICE.)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.
List below the Original Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate number(s) and
aggregate principal of Original Notes should be listed on a separate signed
schedule affixed hereto.
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DESCRIPTION OF ORIGINAL NOTES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY
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(1) (2) (3) (4) (5)
AGGREGATE
PRINCIPAL
AMOUNT OF
NAME(S) AND ADDRESS(ES) OF ORIGINAL NOTES
REGISTERED ORIGINAL NOTE AGGREGATE TENDERED IN
HOLDER(S), EXACTLY AS NAME(S) CERTIFICATE PRINCIPAL AGGREGATE EXCHANGE FOR
APPEAR(S) ON ORIGINAL NOTE NUMBER(S) OF AMOUNT PRINCIPAL CERTIFICATED
CERTIFICATE(S) (PLEASE FILL ORIGINAL REPRESENTED BY AMOUNT EXCHANGE
IN, IF BLANK) NOTES* CERTIFICATE(S) TENDERED** NOTES***
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TOTAL
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* Need not be completed if Original Notes are being tendered by book-entry
transfer in accordance with DTC's ATOP procedures for transfer.
** Unless otherwise indicated in this column, the aggregate principal amount
represented by all Original Notes Certificates identified in Column 1 or
delivered to the Exchange Agent shall be deemed tendered.
*** Unless otherwise indicated, the holder will be deemed to have tendered
Original Notes in exchange for a beneficial interest in one or more fully
registered global certificates, which will be deposited with, or on behalf
of, The Depository Trust Company ("DTC") and registered in the name of Cede
& Co., its nominee.
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The undersigned hereby acknowledges receipt of the Prospectus dated ,
1998 (the "Prospectus") of Brill Media Company, LLC, a Virginia limited
liability company ("BMC") and Brill Media Management, Inc., a Virginia
corporation (collectively with BMC, the "Issuer")and this Letter of Transmittal
(the "Letter of Transmittal"), that together constitute the Issuer's offer (the
"Exchange Offer") to exchange its Series B 12% Senior Notes due 2007 (the
"Exchange Notes") for an equal principal amount of its outstanding 12% Senior
Notes due 2007 (the "Original Notes"), of which $105,000,000 aggregate principal
amount is outstanding. The terms of the Exchange Notes are identical in all
material respect to the Original Notes, except that the Exchange Notes have been
registered under the Securities Act of 1933, as amended (the "Securities Act")
pursuant to a Registration Statement, and, therefore, will not bear legends
restricting their transfer. Capitalized terms used but not defined herein have
the meanings ascribed to them in the Prospectus.
The undersigned has completed the appropriate boxes above and below and
signed this Letter of Transmittal to indicate the action the undersigned desires
to take with respect to the Exchange Offer.
This Letter of Transmittal is to be used by holders of Original Notes to
accept the Exchange Offer if: (i) tender of Original Notes is to be made
according to the Automated Tender Offer Program ("ATOP") of the Depository Trust
Company ("DTC"), for which the transaction is eligible, pursuant to the
procedures set forth in the Prospectus under the caption "Exchange
Offer--Procedures for Tendering--Original Securities held through DTC"; (ii)
certificates representing Original Notes are to be physically delivered to the
Exchange Agent herewith by such holders, pursuant to the procedures set forth in
the Prospectus under the caption "Exchange Offer--Procedures for
Tendering--Original Securities held by Holders"; or (iii) tender of Original
Notes is to be made according to the guaranteed delivery procedures set forth in
the Prospectus under the caption "Exchange Offer--Guaranteed Delivery
Procedures."
NOTWITHSTANDING THE FOREGOING, VALID ACCEPTANCE OF THE TERMS OF THE EXCHANGE
OFFER MAY BE EFFECTED BY A PARTICIPANT IN DTC (A "DTC PARTICIPANT") TENDERING
ORIGINAL NOTES THROUGH ATOP WHERE THE EXCHANGE AGENT RECEIVES AN AGENT'S MESSAGE
(AS DEFINED IN THE PROSPECTUS) PRIOR TO THE EXPIRATION DATE. ACCORDINGLY, SUCH
DTC PARTICIPANT MUST ELECTRONICALLY TRANSMIT ITS ACCEPTANCE TO DTC THOUGH ATOP,
AND THEN DTC WILL EDIT AND VERIFY THE ACCEPTANCE, EXECUTE A BOOK-ENTRY DELIVERY
TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND SEND AN AGENT'S MESSAGE TO THE
EXCHANGE AGENT FOR ITS ACCEPTANCE. BY TENDERING THROUGH ATOP, DTC PARTICIPANTS
WILL EXPRESSLY ACKNOWLEDGE RECEIPT OF THIS LETTER OF TRANSMITTAL AND AGREE TO BE
BOUND BY ITS TERMS AND THE ISSUER WILL BE ABLE TO ENFORCE SUCH AGREEMENT AGAINST
SUCH DTC PARTICIPANTS.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
DTC Participants who wish to cause their Original Notes to be tendered, but
who cannot transmit their acceptances through ATOP prior to the Expiration Date,
may effect a tender in accordance with the guaranteed delivery procedures set
forth in the Prospectus under the caption "Exchange Offer--Guaranteed Delivery
Procedures--Original Securities held through DTC." Holders who wish to tender
their Original Notes but (i) whose Original Notes are not immediately available
and will not be available for tendering prior to the Expiration Date, or (ii)
who cannot deliver their Original Notes, the Letter of Transmittal, or any other
required documents to the Exchange Agent prior to the Expiration Date, may
effect a tender in accordance with the guaranteed delivery procedures set forth
in the Prospectus under the caption "Exchange Offer--Guaranteed Delivery
Procedures--Original Securities Held by Holders."
The undersigned must complete the appropriate boxes above and below and sign
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
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/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED TO THE EXCHANGE
AGENT IN EXCHANGE FOR CERTIFICATED EXCHANGE NOTES.
Unless the undersigned (i) has completed the appropriate column in the box
entitled "Description of Original Notes Tendered" and (ii) has checked the box
above, the undersigned will be deemed to have tendered Original Notes in
exchange for a beneficial interest in one or more fully registered global
certificates, which will be deposited with, or on behalf of, DTC and registered
in the name of Cede & Co., its nominee. Beneficial interests in such registered
global certificates will be shown on, and transfers thereof will be effected
only through, records maintained by DTC and its participants. See "Book-Entry,
Delivery and Form" as set forth in the Prospectus.
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution __________________________________________________
The Depository Trust Company Account Number ____________________________________
Transaction Code Number ________________________________________________________
/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _______________________________________________
Window Ticket Number (if any): _________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________________
Name of Eligible Institution that Guaranteed Delivery: _________________________
If delivered by book-entry transfer:
Account Number ____________________ Transaction Code Number ____________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the Original Notes indicated above.
Subject to, and effective upon, the acceptance for exchange of the Original
Notes tendered hereby, the undersigned hereby sells, assigns and transfers to,
or upon the order of, the Exchange Agent, as agent of the Issuer, all right,
title and interest in and to such Original Notes as are being tendered hereby,
and irrevocably constitutes and appoints the Exchange Agent as the agent and
attorney-in-fact of the undersigned to cause the Original Notes tendered hereby
to be transferred and exchanged.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, sell, assign and transfer the Original
Notes tendered hereby and to acquire the Exchange Notes issuable upon the
exchange of such tendered Original Notes, and that the Exchange Agent, as agent
of the Issuer, will acquire good and unencumbered title thereto, free and clear
of all liens, restrictions, charges and encumbrances and not subject to any
adverse claim when the same are accepted by the Exchange Agent, as agent of the
Issuer. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuer or the Exchange Agent to be necessary or
desirable to complete the exchange, sale, assignment and transfer of the
Original Notes tendered hereby.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on the interpretation of the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in Exxon Capital Holdings Corporation
(available May 13, 1988) or similar no-action letters issued to third parties.
Based on such interpretation of the staff of the SEC set forth in such no-action
letters, the Issuer believes that the Exchange Notes issued in exchange for the
Original Notes pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by a holder thereof (other than (i) a broker-dealer
who purchases such Exchange Notes from the Issuer to resell pursuant to Rule
144A or any other available exemption under the Securities Act, or (ii) a person
that is an "affiliate" of the Issuer within the meaning of Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act")) without compliance
with the registration and prospectus delivery provisions of the Securities Act,
provided that (i) such Exchange Notes are acquired in the ordinary course of
such holder's business, (ii) at the time of the commencement of the Exchange
Offer such holder has no arrangement with any person to participate in a
distribution of the Exchange Notes and (iii) such holder is not engaged in, and
does not intend to engage in, a distribution of the Exchange Notes. By tendering
Original Notes in exchange for Exchange Notes, each holder will represent to the
Issuer that: (i) it is not such an affiliate of the Issuer, (ii) any Exchange
Notes to be received by it will be acquired in the ordinary course of business
and (iii) at the time of the commencement of the Exchange Offer it had no
arrangement with any person to participate in a distribution of the Exchange
Notes. If the undersigned is not a broker-dealer or is a broker-dealer but will
not receive Exchange Notes for its own account in exchange for Original Notes,
the undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Original Notes, where such Original Notes were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes; 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. Nevertheless a broker-dealer may be deemed to be an "underwriter" under the
Securities Act notwithstanding such disclaimer. The SEC has taken the position
that such broker-dealers may fulfill their prospectus delivery requirements with
respect to the Exchange Notes (other than a resale of Exchange Notes received in
exchange for an unsold allotment from the original sale of the Original Notes)
with the Prospectus. The Prospectus, as it may be amended or supplemented from
time to time, may be used by such broker-dealers for a period of time, starting
on the Expiration Date and ending
5
on the close of business 180 days after the date the Registration Statement
relating to the Exchange Offer has become effective. The Issuer has agreed that
for such period of time, it will make the Prospectus (as it may be amended or
supplemented) available to each broker-dealer which makes a market in the
Original Notes and receives Exchange Notes pursuant to the Exchange Offer (each
a "Participating Broker-Dealer") for use in connection with any resale of such
Exchange Notes. By acceptance of the Exchange Offer, each broker-dealer that
receives Exchange Notes pursuant to the Exchange Offer hereby acknowledges and
agrees to notify the Issuer prior to using the Prospectus in connection with the
sale or transfer of Exchange Notes and that, upon receipt of notice from the
Issuer of the happening of any event which makes any statement in the Prospectus
untrue in any material respect or which requires the making of any changes in
the Prospectus in order to make the statements therein not misleading, such
broker-dealer will suspend use of the Prospectus until (i) the Issuer has
amended or supplemented the Prospectus to correct such misstatement or omission
and (ii) either the Issuer has furnished copies of the amended or supplemented
Prospectus to such broker-dealer or, if the Issuer has not otherwise agreed to
furnish such copies and declines to do so after such broker-dealer so requests,
such broker-dealer has obtained a copy of such amended or supplemented
Prospectus as filed with the SEC. The Issuer agrees to deliver such notice and
such amended or supplemented Prospectus promptly to any Participating
Broker-Dealer that has so notified the Issuer. Except as described above, the
Prospectus may not be used for or in connection with an offer to resell, a
resale or any other retransfer of Exchange Notes.
The undersigned represents that (i) the Exchange Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of such holder's
business, (ii) such holder has no arrangements with any person to participate in
the distribution of such Exchange Notes or, if such holder intends to
participate in the Exchange Offer for the purpose of distributing the Exchange
Notes, such holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, and (iii) (x) such
holder is not (a) a broker-dealer that will receive Exchange Notes for its own
account in exchange for Original Notes that were acquired as a result of
market-making activities or other trading activities, or (b) an "affiliate," as
defined in Rule 405 under the Securities Act, of the Issuer or (y) if such
holder is such a broker-dealer or an affiliate, such holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable.
All authority conferred or agreed to be conferred in this Letter of
Transmittal 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
instructions contained in this Letter of Transmittal.
The undersigned understands that tenders of the Original Notes pursuant to
any one of the procedures described under "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Issuer in accordance with the
terms and subject to the conditions of the Exchange Offer.
The undersigned understands that if its Original Notes are accepted for
exchange, interest on the Exchange Notes will accumulate from the last interest
payment date on which interest was paid on the Original Notes surrendered in
exchange therefore or if no interest has been paid, from the original date of
issuance of the Original Notes.
The undersigned recognizes that unless the holder of Original Notes (i)
completes the appropriate column of the box entitled "Description of Original
Notes Tendered" above and (ii) checks the box entitled "Check here if tendered
shares of Original Notes are being delivered to the Exchange Agent in exchange
for certificated Exchange Notes" above, such holder, when tendering such
Original Notes, will be deemed to have tendered such Original Notes in exchange
for a beneficial interest in one or more fully registered global certificates,
which will be deposited with, or on behalf of, DTC and registered in the name of
Cede & Co., its nominee. Beneficial interests in such registered global
certificates will be shown on, and transfers
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thereof will be effected only through, records maintained by DTC and its
participants. See "Book-Entry, Delivery and Form" in the Prospectus.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus under "The Exchange Offer--Conditions," the Issuer may not be
required to accept for exchange any of the Original Notes tendered. Original
Notes not accepted for exchange or withdrawn will be returned to the undersigned
at the address set forth below unless otherwise indicated under "Special
Delivery Instructions" below.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptability of any tender will be determined by the Issuer, in
its sole discretion, and such determination will be final and binding. Unless
waived by the Issuer, irregularities and defects must be cured by the Expiration
Date. The Issuer shall not be obligated to give notice of any defects or
irregularities in tenders and shall not incur any liability for failure to give
any such notice.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby requests that the Exchange Notes
(and, if applicable, substitute certificates representing Original Notes for any
Original Notes not exchanged) be issued in the name of the undersigned.
Similarly, unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, the undersigned hereby requests that the Exchange Notes
(and, if applicable, substitute certificates representing Original Notes for any
Original Notes not exchanged) be sent to the undersigned at the address shown
above in the box entitled "Description of Original Notes Tendered."
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES TENDERED" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED
THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX(ES) ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
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____________________________________________________________________________
____________________________________________________________________________
SIGNATURE(S) OF OWNER(S)
Date: ______________________________________________________________________
Area Code and Telephone Number: ____________________________________________
If a holder is tendering any Original Notes, this Letter of Transmittal
must be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Original Notes or by any person(s) authorized to
become registered holder(s) by endorsements and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative capacity,
please set forth full title below. See Instruction 3.
Name(s): ___________________________________________________________________
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution: ___________________________________________________
(AUTHORIZED SIGNATURE)
__________________________________________________________________________
__________________________________________________________________________
(TITLE)
__________________________________________________________________________
(NAME OF FIRM)
Dated: _____________________________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if Exchange Notes (and, if applicable, substitute
certificates representing Original Notes for any Original Notes not
exchanged) are to be issued in the name of and sent to someone other than
the person or persons whose signature(s) appear(s) on this Letter of
Transmittal above.
Issue Exchange Notes to:
Name(s): ___________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Exchange Notes (and, if
applicable, substitute certificates representing Original Notes for any
Original Notes not exchanged) are to be sent to someone other than the
person or persons whose signature(s) appear(s) on this Letter of Transmittal
above or to such person or persons at an address other than shown in the box
entitled "Description of Original Notes Tendered" on this Letter of
Transmittal above.
Mail Exchange Notes to:
Name(s): ___________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
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IMPORTANT: EITHER (1) (A) THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF)
TOGETHER WITH CERTIFICATES REPRESENTING ORIGINAL NOTES OR (B) A BOOK-ENTRY
CONFIRMATION INCLUDING BY MEANS OF AN AGENT'S MESSAGE, MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE
TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS, OR (2) THE TENDERING HOLDER MUST
COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES SET FORTH HEREIN. BY TENDERING
THROUGH ATOP, DTC PARTICIPANTS WILL EXPRESSLY ACKNOWLEDGE RECEIPT OF THIS LETTER
OF TRANSMITTAL AND AGREE TO BE BOUND BY ITS TERMS AND THE ISSUER WILL BE ABLE TO
ENFORCE SUCH AGREEMENT AGAINST SUCH DTC PARTICIPANTS.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: BRILL MEDIA COMPANY, LLC AND BRILL MEDIA MANAGEMENT, INC.
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SUBSTITUTE PART I--Taxpayer Identification Social Security Number
FORM W-9 Number OR ------------------------
Department of the Treasury Enter your taxpayer Employer Identification Number
Internal Revenue Service identification number in the NOTE: If the account is in more
appropriate box. For most than one name, see the chart on
individuals, this your social page 2 of the enclosed
security number. If you do not Guidelines to determine what
have a number, see how to number to give.
obtain a "TIN" in the enclosed
Guidelines.
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PART II--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
(See enclosed Guidelines)
Payor's Request for Taxpayer
Identification Number ("TIN")
and Certification
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Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting
for a number to be issued to me), and
(2) I am not subject to backup withholding either because 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 the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION GUIDELINES--You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of underreporting of
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 that you are not
longer subject to backup withholding, do not cross our item (2).
Signature Date --------------------
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CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification Number has not been issued
to me, and that I mailed or delivered an application to receive a Taxpayer Identification Number
to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I
intend to mail or deliver an application in the near future). I understand that if I do not
provide a Taxpayer Identification Number to the payer, 31 percent of all payments made to me on
account of the Exchange Notes shall be retained until I provide a Taxpayer Identification Number
to the payer and that, if I do not provide my Taxpayer Identification Number within sixty (60)
days, such retained amounts shall be remitted to the Internal Revenue Service as backup
withholding and 31 percent of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a Taxpayer Identification Number.
Signature Date --------------------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES; GUARANTEED
DELIVERY PROCEDURE. This Letter of Transmittal is to be completed by holders of
Original Notes to accept the Exchange Offer if: (i) tender of Original Notes is
to be made by DTC Participants through ATOP, for which the transaction is
eligible, pursuant to the procedures set forth in the Prospectus under the
caption "Exchange Offer--Procedures for Tendering--Original Securities Held
through DTC"; (ii) certificates representing Original Notes are to be physically
delivered to the Exchange Agent herewith by such holders, pursuant to the
procedures set forth in the Prospectus under the caption "Exchange Offer--
Procedures for Tendering--Original Securities Held through DTC"; or (iii) tender
of Original Notes is to be made according to the guaranteed delivery procedures
set forth in the Prospectus under the caption "Exchange Offer--Guaranteed
Delivery Procedures." Notwithstanding the foregoing, valid acceptance of the
terms of the Exchange Offer may be effected by a DTC Participant tendering
Original Notes through ATOP where the Exchange Agent receives an Agent's Message
prior to the Expiration Date. Accordingly, such DTC Participant must
electronically transmit its acceptance to DTC through ATOP, and then DTC will
edit and verify the acceptance, execute a book-entry delivery to the Exchange
Agent's account at DTC and send an Agent's Message to the Exchange Agent for its
acceptance. By tendering through ATOP, DTC Participants will expressly
acknowledge receipt of this Letter of Transmittal and agree to be bound by its
terms and the Issuer will be able to enforce such agreement against such DTC
Participants.
In order to validly tender Original Notes pursuant to the Exchange Offer,
either (i) (A) this Letter of Transmittal, or a facsimile hereof, together with
certificates representing Original Notes or (B) a Book-Entry Confirmation,
including by means of an Agent's Message, of the transfer into the Exchange
Agent's account at DTC of all Original Notes delivered electronically must be
received by the Exchange Agent at its address set forth herein prior to 5:00
p.m., New York City time, on the Expiration Date, together with all other
required documents, or (ii) the tendering holder must comply with the guaranteed
delivery procedures set forth below. Delivery of documents to DTC does not
constitute delivery to the Exchange Agent.
If a holder or DTC Participant desires to tender Original Notes pursuant to
the Exchange Offer and time will not permit this Letter of Transmittal,
certificates representing such Original Notes and all other required documents
to reach the Exchange Agent, or the procedures for book-entry transfer,
including those with respect to tenders through ATOP, cannot be completed, prior
to the Expiration Date, such holder or DTC Participant, as the case may be, must
tender such Original Notes pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "Exchange Offer--Procedures for
Tendering--Guaranteed Delivery Procedures." Pursuant to such procedures (i) such
tender must be made by or through an Eligible Institution; (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by the Issuer, must be received by the Exchange Agent either by
hand delivery, mail, facsimile transmission or overnight courier, prior to the
Expiration Date; and (iii) within three NYSE trading days after the date of the
execution of the Notice of Guaranteed Delivery, (A) holders must deliver to the
Exchange Agent a properly completed and duly executed Letter of Transmittal as
well as the certificate(s) representing all tendered Original Notes in proper
form for transfer, and all other documents required by the Letter of Transmittal
or (B) DTC Participants must effect a Book-Entry Confirmation, including through
ATOP by means of an Agent's Message, of the transfer of such Original Notes into
the Exchange Agent's account at DTC as set forth in the Prospectus.
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THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL NOTES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE
OR AGENT'S MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE OPTION AND RISK OF THE
TENDERING HOLDER. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed for such documents to reach the Exchange Agent prior to the
Expiration Date. Except as otherwise provided in this Instruction 1, delivery
will be deemed made only when actually received by the Exchange Agent.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders, by execution of this Letter of Transmittal (or a facsimile
hereof), waive any right to receive any notice of the acceptance of their
Original Notes for exchange.
The Original Notes were issued as units, each of which was immediately
separable into one Original Note and one Appreciation Note due 2007 of the
Issuer (the "Units"). By submitting this Letter of Transmittal to tender
Original Notes, or by electronically transmitting acceptance of the Exchange
Offer through ATOP, a holder of Units will request the separation of such Units
into their component parts.
See "The Exchange Offer" in the Prospectus.
2. WITHDRAWALS. Tenders of Original Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date. For a withdrawal of a
tender of Original Notes to be effective, a letter, telex, telegram or facsimile
transmission notice of withdrawal must be received by the Exchange Agent at its
address set forth above prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal by a DTC Participant must contain
the name and number of the DTC Participant, the principal amount due at the
stated maturity of Original Notes to which such withdrawal relates and the
signature of the DTC Participant. Any such notice of withdrawal by a holder of
Original Notes must (i) specify the name of the person who tendered the Original
Notes to be withdrawn, (ii) contain a description of the Original Notes to be
withdrawn (including the certificate number or numbers and principal amount due
at the stated maturity of such Original Notes) and (iii) be signed by the holder
of such Original Notes in the same manner as the original signature on this
Letter of Transmittal (including any required signature guaranties), or be
accompanied by (x) documents of transfer in a form acceptable to the Issuer, in
its sole discretion and (y) a properly completed irrevocable proxy that
authorized such person to effect such revocation on behalf of such holder. Any
Original Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer. Any Original Notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the holder thereof without cost to such holder as soon as
practicable after withdrawal, rejection of tender, or termination of the
Exchange Offer. Properly withdrawn Original Notes may be retendered by following
the procedures described above at any time on or prior to 5:00 p.m., New York
City time, on the Expiration Date.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder of the Original Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the certificates
without any change whatsoever.
If any tendered Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Original 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 as there are different registrations of
certificates.
If this Letter of Transmittal or any Original 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 indicate when signing, and unless waived by the
Issuer, proper evidence satisfactory to the Issuer of their authority so to act
must be submitted.
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The signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed unless the Original Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered holder of the
Original Notes who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" in this Letter of Transmittal
or (ii) for the account of an Eligible Institution. In the event that the
signatures in this Letter of Transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantees must be by a firm which
is a member of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc., or by a commercial bank or
trust company having an office or correspondent in the United States, or an
"eligible institution" within the meaning of Rule l7Ad-l5 of the Securities
Exchange Act of 1934, as amended (each an "Eligible Institution"). If Original
Notes are registered in the name of a person other than the signer of this
Letter of Transmittal, the Original Notes surrendered for exchange must be
endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the Issuer in its
sole discretion, duly executed by the registered holder with the signature
thereon guaranteed by an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders of Original
Notes should indicate in the applicable box the name and address to which
Exchange Notes issued pursuant to the Exchange Offer are to be issued or sent,
if different from the name or address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. If no such instructions are given, any Exchange Notes will be issued
in the name of, and delivered to, the name or address of the person signing this
Letter of Transmittal and any Original Notes not accepted for exchange will be
returned to the name or address of the person signing this Letter of
Transmittal.
5. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Under the
federal income tax laws, payments that may be made by the Issuer on account of
Exchange Notes issued pursuant to the Exchange Offer may be subject to backup
withholding at the rate of 31%. In order to avoid such backup withholding, each
tendering holder should complete and sign the Substitute Form W-9 included in
this Letter of Transmittal and either (a) provide the correct taxpayer
identification number ("TIN") and certify, under penalties of perjury, that the
TIN provided is correct and that (i) the holder has not been notified by the
Internal Revenue Service (the "IRS") that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified the holder that the holder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If the tendering
holder has not been issued a TIN and has applied for one, or intends to apply
for one in the near future, such holder should write "Applied For" in the space
provided for the TIN in Part I of the Substitute Form W-9, sign and date the
Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Issuer (or the
Transfer Agent with respect to the Exchange Notes or a broker or custodian) may
still withhold 31% of the amount of any payments made on account of the Exchange
Notes until the holder furnishes the Issuer or the Transfer Agent with respect
to the Exchange Notes, broker or custodian with its TIN. In general, if a holder
is an individual, the taxpayer identification number is the Social Security
number of such individual. If the Exchange Agent or the Issuer is not provided
with the correct TIN, the holder may be subject to a $50 penalty imposed by the
IRS. Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such holder must submit a statement (generally, IRS Form W-8), signed
under penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Exchange Agent. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Original Notes are
registered in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
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Failure to complete the Substitute Form W-9 will not, by itself, cause
Original Notes to be deemed invalidly tendered, but may require the Issuer or
the Transfer Agent with respect to the Exchange Notes, broker or custodian to
withhold 31% of the amount of any payments made on account of the Exchange
Notes. Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the IRS.
6. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of Original Notes to it or its order pursuant to the
Exchange Offer. If, however, Exchange Notes and/or substitute Original Notes not
exchanged are to be delivered to, or are to be registered or issued in the name
of, any person other than the registered holder of the Original Notes tendered
hereby, or if tendered Original Notes are registered in the name of any person
other than the person signing this Letter of Transmittal, or if a transfer tax
is imposed for any reason other than the transfer of Original Notes to the
Issuer or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder or any other person)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Original Notes specified in this Letter
of Transmittal.
7. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Original Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Original Notes for exchange.
Neither the Issuer nor any other person is obligated to give notice of
defects or irregularities in any tender, nor shall any of them incur any
liability for failure to give any such notice.
9. INADEQUATE SPACE. If the space provided herein is inadequate, the
aggregate principal amount of Original Notes being tendered and the certificate
number or numbers (if available) should be listed on a separate schedule
attached hereto and separately signed by all parties required to sign this
Letter of Transmittal.
10. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES. Any holder whose
Original Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number indicated above.
All tendered Original Notes, executed Letters of Transmittal and other
related documents should be directed to the Exchange Agent. Requests for
assistance and additional copies of the Prospectus, the Letter of Transmittal
and other related documents should be directed to the Exchange Agent.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE UNITED STATES TRUST COMPANY OF NEW YORK
BY FACSIMILE:
(212) 780-0592
(FOR ELIGIBLE INSTITUTIONS ONLY)
BY TELEPHONE:
(800) 548-6565
BY MAIL:
UNITED STATES TRUST COMPANY OF NEW YORK
P.O. BOX 843
COOPER STATION
NEW YORK, NEW YORK 10276
ATTN: CORPORATE TRUST SERVICES
BY HAND TO 4:30 P.M.:
UNITED STATES TRUST COMPANY OF NEW YORK
111 BROADWAY
NEW YORK, NEW YORK 10006
ATTENTION: LOWER LEVEL CORPORATE TRUST WINDOW
BY OVERNIGHT COURIER AND BY HAND AFTER 4:30 P.M.:
UNITED STATES TRUST COMPANY OF NEW YORK
770 BROADWAY, 13TH FLOOR
NEW YORK, NEW YORK 10003
ATTN: CORPORATE TRUST REDEMPTION UNIT
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