Exhibit 99.2
FORM OF
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
APPRECIATION 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 Appreciation Notes due 2007 ("Exchange
Appreciation 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 Appreciation Notes due 2007 ("Original Appreciation 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 Appreciation Notes to which this Letter of
Transmittal relates. If the space provided below is inadequate, the certificate
number(s) and aggregate principal of Original Appreciation Notes should be
listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF ORIGINAL APPRECIATION NOTES TENDERED (ATTACH ADDITIONAL SIGNED PAGES, IF
NECESSARY)
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(1) (2) (3) (4) (5)
AGGREGATE
PRINCIPAL
AMOUNT OF
ORIGINAL NOTES
NAME(S) AND ADDRESS(ES) OF TENDERED IN
REGISTERED ORIGINAL NOTE CERTIFICATE AGGREGATE EXCHANGE FOR
HOLDER(S), EXACTLY AS NAME(S) NUMBER(S) OF PRINCIPAL AGGREGATE CERTIFICATED
APPEAR(S) ON ORIGINAL NOTE ORIGINAL AMOUNT PRINCIPAL EXCHANGE
CERTIFICATE(S) (PLEASE FILL APPRECIATION REPRESENTED BY AMOUNT APPRECIATION
IN, IF BLANK) NOTES* CERTIFICATE(S) TENDERED** NOTES***
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TOTAL NUMBER
OF WARRANTS
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* Need not be completed if Original Appreciation 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 Appreciation 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 Appreciation 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.
2
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 Appreciation Notes due 2007 (the
"Exchange Appreciation Notes"), for an equal principal amount of its outstanding
Appreciation Notes due 2007 (the "Original Appreciation Notes") of which
$3,000,000 aggregate principal amount is outstanding. The terms of the Exchange
Appreciation Notes are identical in all material respect to the Original
Appreciation Notes, except that the Exchange Appreciation 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 Appreciation
Notes to accept the Exchange Offer if: (i) tender of Original Appreciation 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 Appreciation 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 Appreciation 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 APPRECIATION 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 Appreciation 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 Appreciation Notes but (i) whose
Original Appreciation Notes are not immediately available and will not be
available for tendering prior to the Expiration Date, or (ii) who cannot deliver
their Original Appreciation 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.
3
/ / CHECK HERE IF TENDERED ORIGINAL APPRECIATION NOTES ARE BEING DELIVERED TO
THE EXCHANGE AGENT IN EXCHANGE FOR CERTIFICATED EXCHANGE APPRECIATION NOTES.
Unless the undersigned (i) has completed the appropriate columns in the box
entitled "Description of Original Appreciation Notes Tendered" and (ii) has
checked the box above, the undersigned will be deemed to have tendered Original
Appreciation 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 APPRECIAION 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 APPRECIATION 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 ____________________
4
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 Appreciation Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
the Original Appreciation 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 Appreciation
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 Appreciation 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
Appreciation Notes tendered hereby and to acquire the Exchange Appreciation
Notes issuable upon the exchange of such tendered Original Appreciation 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 Appreciation 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 Appreciation Notes issued in
exchange for the Original Appreciation 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 Appreciation 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
Appreciation 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 Appreciation Notes and (iii) such holder is not engaged in, and does
not intend to engage in, a distribution of the Exchange Appreciation Notes. By
tendering Original Appreciation Notes in exchange for Exchange Appreciation
Notes, each holder will represent to the Issuer that: (i) it is not such an
affiliate of the Issuer, (ii) any Exchange Appreciation 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 Appreciation Notes. If the
undersigned is not a broker-dealer or is a broker-dealer but will not receive
Exchange Appreciation Notes for its own account in exchange for Original
Appreciation Notes, the undersigned represents that it is not engaged in, and
does not intend to engage in, a distribution of Exchange Appreciation Notes.
5
If the undersigned is a broker-dealer that will receive Exchange
Appreciation Notes for its own account in exchange for Original Appreciation
Notes, where such Original Appreciation 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 Appreciation 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 Appreciation Notes (other than a resale of Exchange
Appreciation Notes received in exchange for an unsold allotment from the
original sale of the Original Appreciation 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 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 Appreciation Notes and receives Exchange Appreciation Notes
pursuant to the Exchange Offer (each a "Participating Broker-Dealer") for use in
connection with any resale of such Exchange Appreciation Notes. By acceptance of
the Exchange Offer, each broker-dealer that receives Exchange Appreciation 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 Appreciation 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 Appreciation Notes.
The undersigned represents that (i) the Exchange Appreciation 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 Appreciation Notes or, if such
holder intends to participate in the Exchange Offer for the purpose of
distributing the Exchange Appreciation 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 Appreciation Notes for its own account in exchange for
Original Appreciation 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.
6
The undersigned understands that tenders of the Original Appreciation 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 Appreciation Notes are
accepted for exchange, interest on the Exchange Appreciation Notes will
accumulate from the last interest payment date on which interest was paid on the
Original Appreciation Notes surrendered in exchange therefor, or if no interest
has been paid, from the original date of issuance of the Original Appreciation
Notes.
The undersigned recognizes that unless the holder of Original Appreciation
Notes (i) completes the appropriate column of the box entitled "Description of
Original Appreciation Notes Tendered" above and (ii) checks the box entitled
"Check here if tendered shares of Original Appreciation Notes are being
delivered to the Exchange Agent in exchange for certificated Exchange
Appreciation Notes" above, such holder, when tendering such Original
Appreciation Notes, will be deemed to have tendered such Original Appreciation
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" 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 Appreciation Notes tendered.
Original Appreciation 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
Appreciation Notes (and, if applicable, substitute certificates representing
Original Appreciation Notes for any Original Appreciation 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 Appreciation Notes (and, if applicable,
substitute certificates representing Original Appreciation Notes for any
Original Appreciation Notes not exchanged) be sent to the undersigned at the
address shown above in the box entitled "Description of Original Appreciation
Notes Tendered."
7
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 Appreciation 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 Appreciation 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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8
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if Exchange Appreciation Notes (and, if applicable,
substitute certificates representing Original Appreciation Notes for any
Original Appreciation 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 Appreciation
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 Appreciation Notes
(and, if applicable, substitute certificates representing Original
Appreciation Notes for any Original Appreciation 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
Appreciation Notes Tendered" on this Letter of Transmittal above.
Mail Exchange Appreciation 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 APPRECIATION 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.
9
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 Appreciation 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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10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL APPRECIATION NOTES;
GUARANTEED DELIVERY PROCEDURE. This Letter of Transmittal is to be completed by
holders of Original Appreciation Notes to accept the Exchange Offer if: (i)
tender of Original Appreciation 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 Appreciation 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 Appreciation 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 Appreciation 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 Appreciation Notes pursuant to the
Exchange Offer, either (i) (A) this Letter of Transmittal, or a facsimile
hereof, together with certificates representing Original Appreciation 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 Appreciation
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 Appreciation Notes
pursuant to the Exchange Offer and time will not permit this Letter of
Transmittal, certificates representing such Original Appreciation 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 Appreciation 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 Appreciation 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 Appreciation
Notes into the Exchange Agent's account at DTC as set forth in the Prospectus.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL
APPRECIATION NOTES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
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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 Appreciation Notes for exchange.
The Original Appreciation Notes were issued as units, each of which was
immediately separable into one Original Appreciation Note and one 12% Senior
Note due 2007 of the Issuer (the "Units"). By submitting this Letter of
Transmittal to tender Original Appreciation 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 Appreciation 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 Appreciation 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 Appreciation Notes to
which such withdrawal relates and the signature of the DTC Participant. Any such
notice of withdrawal by a holder of Original Appreciation Notes must (i) specify
the name of the person who tendered the Original Appreciation Notes to be
withdrawn, (ii) contain a description of the Original Appreciation Notes to be
withdrawn (including the certificate number or numbers and principal amount due
at the stated maturity of such Original Appreciation Notes) and (iii) be signed
by the holder of such Original Appreciation 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 Appreciation Notes so withdrawn will be
deemed not to have been validly tendered for exchange for purposes of the
Exchange Offer. Any Original Appreciation 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 Appreciation 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 Appreciation 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 Appreciation Notes are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Appreciation 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 Appreciation Notes or powers
of attorney are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in
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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.
The signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed unless the Original Appreciation Notes
surrendered for exchange pursuant thereto are tendered (i) by a registered
holder of the Original Appreciation 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 Appreciation Notes are registered in the name of a person other than
the signer of this Letter of Transmittal, the Original Appreciation 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 Appreciation Notes should indicate in the applicable box the name and
address to which Exchange Appreciation 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 Appreciation 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 Appreciation 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 Appreciation 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 Appreciation Notes or a broker or
custodian) may still withhold 31% of the amount of any payments made on account
of the Exchange Appreciation Notes until the holder furnishes the Issuer or the
Transfer Agent with respect to the Exchange Appreciation 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
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(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 Appreciation Notes are
registered in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Original Appreciation Notes to be deemed invalidly tendered, but may require the
Issuer or the Transfer Agent with respect to the Exchange Appreciation Notes,
broker or custodian to withhold 31% of the amount of any payments made on
account of the Exchange Appreciation 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 Appreciation Notes to it or its order
pursuant to the Exchange Offer. If, however, Exchange Appreciation Notes and/or
substitute Original Appreciation 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 Appreciation Notes tendered hereby, or if
tendered Original Appreciation 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 Appreciation 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 Appreciation 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
Appreciation Notes, by execution of this Letter of Transmittal, shall waive any
right to receive notice of the acceptance of their Original Appreciation 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 Appreciation 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 APPRECIATION NOTES. Any
holder whose Original Appreciation 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 Appreciation 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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