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PURSUANT TO THE PROSPECTUS DATED , 1998: THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998, UNLESS EXTENDED
(THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------
FALCON HOLDING GROUP, L.P.
FALCON FUNDING CORPORATION
LETTER OF TRANSMITTAL
8.375% SERIES A SENIOR DEBENTURES DUE 2010
9.285% SERIES A SENIOR DISCOUNT DEBENTURES DUE 2010
To: U.S. Trust Company of New York, the Exchange Agent
BY REGISTERED OR CERTIFIED BY OVERNIGHT COURIER:
MAIL: U.S. Trust Company of New York
U.S. Trust Company of New York 770 Broadway
P.O. Box 844 New York, New York 10003
Cooper Station Attn: Corporate Trust, 13th
New York, New York 10276-0844 Floor
BY HAND: BY FACSIMILE:
U.S. Trust Company of New York (212) 780-0592
111 Broadway, Lower Level
Corporation Trust Window Confirm by telephone:
New York, New York 10006 (800) 548-6565
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE NUMBER OTHER THAN THE ONE
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS
ACCOMPANYING
THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE
THIS LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus, dated June , 1998
(the "Prospectus") of Falcon Holding Group, L.P. and Falcon Funding Corporation
(collectively, the "Issuers") and this related Letter of Transmittal (the
"Letter of Transmittal"), which together describe the Issuers' offer (the
"Exchange Offer") to exchange (i) $1,000 original principal amount of 8.375%
Series B Senior Debentures due 2010 of the Issuers (the "Senior Exchange
Debentures") for each $1,000 original principal amount of the Issuers' issued
and outstanding 8.375% Series A Senior Debentures due 2010 (the "Old Senior
Debentures"), and (ii) $1,000 original principal amount at maturity of 9.285%
Series B Senior Discount Debentures due 2010 of the Issuers (the "Senior
Discount Exchange Debentures," and collectively with the Senior Exchange
Debentures, the "Exchange Debentures") for each $1,000 original principal amount
at maturity of the Issuers' issued and outstanding 9.285% Series A Senior
Discount Debentures due 2010 (the "Old Senior Discount Debentures," and
collectively with the Old Senior Debentures, the "Old Debentures"). As of the
date of the Prospectus, $375,000,000 aggregate original principal amount of the
Old Senior Debentures are outstanding, and $435,250,000 aggregate original
principal amount at maturity of the Old Senior Discount Debentures are
outstanding. The term "Expiration Date" shall mean 5:00 p.m., New York City
time, on , 1998, unless the Issuers, in their sole discretion, extend
the Exchange Offer, in which case the term shall mean the latest date and time
to which the Exchange Offer is extended. The term "Holder" with respect to the
Exchange Offer means any person: (i) in whose name Old Debentures are registered
on the books of the Issuers or any other person who has obtained a properly
completed bond power from the registered Holder or (ii) whose Old Debentures are
held of record by The Depository Trust Company ("DTC") and who desires to
deliver such Old Debentures by book entry transfer at DTC. Capitalized terms
used but not defined herein have the respective meanings set forth in the
Prospectus.
This Letter of Transmittal is to be used by Holders if: (i) certificates
representing Old Debentures are to be physically delivered to the Exchange Agent
herewith by Holders; (ii) tender of Old Debentures is to be made by book-entry
transfer to the Exchange Agent's account at DTC pursuant to the procedures set
forth in the Prospectus under "The Exchange Offer--Procedures for Tendering" by
any financial institution that is a participant in DTC and whose name appears on
a security position listing as the owner of Old Debentures (such participants,
acting on behalf of Holders, are referred to herein as "Acting Holders"); or
(iii) tender of Old Debentures is to be made according to the guaranteed
delivery procedures described in the Prospectus under the caption "The Exchange
Offer--Guaranteed
Delivery Procedures." See Instruction 2 below. Delivery of documents to DTC does
not constitute delivery to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Debentures must
complete this Letter of Transmittal in its entirety.
/ / CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
DTC Book-Entry Account No.: ________________________________________________
Transaction Code No.: ______________________________________________________
/ / CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING (SEE INSTRUCTION 2):
Name of Registered or Acting Holder(s): ____________________________________
Window Ticket No. (if any): ________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution that Guaranteed Delivery: _____________________
If Delivered by Book-Entry Transfer, DTC Book-Entry Account No.: ___________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
PLEASE NOTE: THE ISSUERS HAVE AGREED THAT, FOR A PERIOD OF 180 DAYS AFTER
THE EXPIRATION DATE, THEY WILL MAKE COPIES OF THE PROSPECTUS AVAILABLE TO
ANY PARTICIPATING BROKER-DEALER FOR USE IN CONNECTION WITH RESALES OF THE
EXCHANGE DEBENTURES (PROVIDED THAT THE ISSUERS RECEIVE NOTICE FROM ANY
PARTICIPATING BROKER-DEALER OF ITS STATUS AS A BROKER-DEALER).
Name: _____________________________________________________________________
Address: __________________________________________________________________
___________________________________________________________________________
Attention: ________________________________________________________________
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX BELOW
List below the Old Debentures to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and, with
respect to the Old Senior Debentures, the principal amount and, with respect to
the Old Senior Discount Debentures, the principal amount at maturity should be
listed on a separate signed schedule affixed hereto.
Box 1
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DESCRIPTION OF 8.375% SERIES A SENIOR DEBENTURES DUE 2010
- ----------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
NAME(S) AND AGGREGATE TENDERED (MUST BE
ADDRESS(ES) OF PRINCIPAL AMOUNT IN INTEGRAL
REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY MULTIPLE OF
(PLEASE FILL IN, IF BLANK) NUMBER(S)** CERTIFICATE(S) $1,000)*
- -----------------------------------------------------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
TOTAL
Box 2
- ----------------------------------------------------------------------------------------------------
DESCRIPTION OF 9.285% SERIES A SENIOR DISCOUNT DEBENTURES DUE 2010
- ----------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
AGGREGATE AT
PRINCIPAL MATURITY TENDERED
NAME(S) AND AMOUNT AT (MUST BE IN
ADDRESS(ES)OF MATURITY INTEGRAL
REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY MULTIPLE OF
(PLEASE FILL IN, IF BLANK) NUMBER(S)** CERTIFICATE(S) $1,000)*
- -----------------------------------------------------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
TOTAL
- --------------------------------------------------------------------------------
* Need not be completed by Holders who wish to tender with respect to all Old
Debentures listed. See Instruction 4.
** Need not be completed by Holders tendering by book-entry transfer.
Box 3
- ------------------------------------------------
SPECIAL REGISTRATION INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for Old Debentures not tendered, or
Exchange Debentures issued in exchange for Old Debentures accepted for
exchange, are to be issued in a name other than the name appearing in Box 1
or 2 above.
Issue certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
------------------------------------------------------------------
Box 4
----------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for Old Debentures not tendered,
or Exchange Debentures issued in exchange for Old Debentures accepted for
exchange, are to be sent to an address other than the address appearing in
Box 1 or 2 above, or if Box 3 is filled in, to an address other than the
address appearing in Box 3.
Deliver certificate(s) to:
Name ______________________________________________________________________
(PLEASE PRINT)
Address ___________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(INCLUDE ZIP CODE)
_________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
------------------------------------------------------------
Box 5
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BROKER-DEALER STATUS
/ / Check this box if the beneficial owner of the Old Debentures is a
Participating Broker-Dealer and such Participating Broker-Dealer
acquired the Old Debentures for its own account as a result of
market-making activities or other trading activities.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to Falcon Holding Group, L.P. and Falcon Funding Corporation
(collectively, the "Issuers") the principal amount of the Old Senior Debentures
and principal amount at maturity of the Old Senior Exchange Debentures indicated
above.
Subject to and effective upon the acceptance for exchange of the Old
Debentures tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns and transfers to, or upon the order of, the Issuers
all right, title and interest in and to the Old Debentures tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent its
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Issuers) with respect to the tendered Old Debentures
with the full power of substitution to (i) present such Old Debentures and all
evidences of transfer and authenticity to, or transfer ownership of, such Old
Debentures on the account books maintained by DTC to, or upon, the order of, the
Issuers, (ii) deliver certificates for such Old Debentures to the Issuers and
deliver all accompanying evidences of transfer and authenticity to, or upon the
order of, the Issuers and (iii) present such Old Debentures for transfer on the
books of the Issuers and receive all benefits and otherwise exercise all rights
of beneficial ownership of such Old Debentures, all in accordance with the terms
of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Debentures
tendered hereby and that the Issuers will acquire good, valid and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims, when the same are acquired
by the Issuers. The undersigned hereby further represents that (i) the Exchange
Debentures are to be acquired by the Holder or the person receiving such
Exchange Debentures, whether or not such person is the Holder, in the ordinary
course of business, (ii) the Holder or any such other person is not engaging and
does not intend to engage in the distribution of the Exchange Debentures, (iii)
the Holder or any such other person has no arrangement or understanding with any
person to participate in the distribution of the Exchange Debentures, and (iv)
neither the Holder nor any such other person is an "affiliate" of the Issuers
within the meaning of Rule 405 under the Securities Act. As indicated above,
each Participating Broker-Dealer that receives an Exchange Debenture for its own
account in exchange for Old Debentures must acknowledge that it (i) acquired the
Old Debentures for its own account as a result of market-making activities or
other trading activities, (ii) has not entered into any arrangement or
understanding with the Issuers or any "affiliate" of the Issuers (within the
meaning of Rule 405 under the Securities Act) to distribute the Exchange
Debentures to be received in the Exchange Offer and (iii) will deliver a
Prospectus in connection with any resale of such Exchange Debentures; 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. If applicable, the undersigned shall use its reasonable best efforts to
notify the Issuers when it is no longer subject to such Prospectus delivery
requirements. Unless otherwise notified in accordance with the instructions set
forth herein in Box 5 under "Broker-Dealer Status," the Issuers will assume that
the undersigned is not a Participating Broker-Dealer. If the undersigned is not
a broker-dealer, the undersigned represents that it is not engaged in and does
not intend to engage in, a distribution of Exchange Debentures.
For purposes of the Exchange Offer, the Issuers shall be deemed to have
accepted validly tendered Old Debentures when, as and if the Issuers have given
oral or written notice thereof to the Exchange Agent.
If any Old Debentures tendered herewith are not accepted for exchange
pursuant to the Exchange Offer for any reason, certificates for any such
unaccepted Old Debentures will be returned (except as noted below with respect
to tenders through DTC), without expense, to the undersigned at the address
shown below or to a different address as may be indicated herein in Box 4 under
"Special Delivery Instructions" as promptly as practicable after the Expiration
Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Old Debentures pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Issuers upon the terms and
subject to the conditions of the Exchange Offer, subject only to withdrawal of
such tenders on the terms set forth in the Prospectus under the caption "The
Exchange Offer--Withdrawal of Tenders."
Unless otherwise indicated in Box 3 under "Special Registration
Instructions," please issue the certificates representing the Exchange
Debentures issued in exchange for the Old Debentures accepted for exchange and
any
certificates for Old Debentures not tendered or not exchanged, in the name(s) of
the registered Holder of the Old Debentures appearing in Box 1 or 2 above (or in
such event in the case of Old Debentures tendered by DTC, by credit to the
account of DTC). Similarly, unless otherwise indicated in Box 4 under "Special
Delivery Instructions," please send the certificates, if any, representing the
Exchange Debentures issued in exchange for the Old Debentures accepted for
exchange and any certificates for Old Debentures not tendered or not exchanged
(and accompanying documents, as appropriate) to the undersigned at the address
shown below in the undersigned's signature(s), unless tender is being made
through DTC. In the event that the box entitled "Special Registration
Instructions" and the box entitled "Special Delivery Instructions" both are
completed, please issue the certificates representing the Exchange Debentures
issued in exchange for the Old Debentures accepted for exchange in the name(s)
of, and return any certificates for Old Debentures not tendered or not exchanged
to, the person(s) so indicated. The undersigned understands that the Issuers
have no obligation pursuant to the "Special Registration Instructions" and
"Special Delivery Instructions" to transfer any Old Debentures from the name of
the registered Holder(s) thereof if the Issuers do not accept for exchange any
of the Old Debentures so tendered.
Holders who wish to tender their Old Debentures and (i) whose Old Debentures
are not immediately available, (ii) who cannot deliver the Old Debentures, this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to the Expiration Date, or (iii) who cannot complete the procedures
for book-entry transfer prior to the Exchange Date, may tender their Old
Debentures according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 2.
The lines below must be signed by the registered Holder(s) exactly as their
name(s) appear(s) on the Old Debentures or, if tendered by a participant in DTC,
exactly as such participant's name appears on a security position listing as the
owner of Old Debentures, or by person(s) authorized to become registered
Holder(s) by a properly completed bond power from the registered Holder(s), a
copy of which must be transmitted with this Letter of Transmittal. If Old
Debentures to which this Letter of Transmittal relate are held of record by two
or more joint Holders, then all such Holders must sign this Letter of
Transmittal.
PLEASE SIGN HERE WHETHER OR NOT
OLD DEBENTURES ARE BEING PHYSICALLY TENDERED HEREBY
- --------------------------------------------------------------------------------
x
- --------------------------------------------------------------------------------
- --------------
DATE
x
- --------------------------------------------------------------------------------
- --------------
SIGNATURE(S) OF REGISTERED HOLDER(S) DATE
OR AUTHORIZED SIGNATORY
Area Code and Telephone Number:
-------------------------
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, then such person must (i) set forth
his or her full title below and (ii) submit evidence satisfactory to the
Issuers of such person's authority so to act. See Instruction 5.
Name(s):
----------------------------------------------------------------------------
(PLEASE PRINT)
Capacity:
----------------------------------------------------------------------------
Address:
----------------------------------------------------------------------------
(INCLUDE ZIP CODE)
MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION:
----------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
--------------------------------------------------------------------------
(TITLE)
--------------------------------------------------------------------------
(Name of Firm)
--------------------------------------------------------------------------
(ADDRESS, INCLUDE ZIP CODE)
--------------------------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
Dated:
-----------------------, 1998
----------------------------------------------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD
DEBENTURES OR BOOK-ENTRY CONFIRMATIONS. Certificates representing the tendered
Old Debentures (or a confirmation of book-entry transfer of such Old Debentures
into the Exchange Agent's account with DTC), as well as a properly completed and
duly executed copy of this Letter of Transmittal (or facsimile thereof) (or, in
the case of a book-entry transfer, an Agent's Message), a Substitute Form W-9
(or facsimile thereof) and any other documents required by this Letter of
Transmittal must be received by the Exchange Agent at its address set forth
herein prior to the Expiration Date. The method of delivery of certificates for
Old Debentures and all other required documents is at the election and sole risk
of the tendering Holder and delivery will be deemed made only when actually
received by the Exchange Agent. If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended. As an alternative to
delivery by mail, the Holder may wish to use an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery. Neither the Issuers nor the Exchange Agent is under an obligation to
notify any tendering Holder of the Issuers' acceptance of tendered Old
Debentures prior to the completion of the Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Old
Debentures but whose Old Debentures are not immediately available and who cannot
deliver their certificates for Old Debentures (or comply with the procedures for
book-entry transfer prior to the Expiration Date), the Letter of Transmittal and
any other documents required by the Letter of Transmittal to the Exchange Agent
prior to the Expiration Date must tender their Old Debentures according to the
guaranteed delivery procedures set forth below. Pursuant to such procedures:
(i) such tender must be made by or through a firm which is a member of a
registered national securities exchange or of the National Association
of Securities Dealers, Inc., or a commercial bank or trust company
having an office or correspondent in the United States (an "Eligible
Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have received
from the Holder and the Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by facsimile transmission,
mail or hand delivery) setting forth the name and address of the Holder,
the certificate number or numbers of the tendered Old Debentures, the
principal amount of tendered Old Senior Debentures and the principal
amount at maturity of Old Senior Discount Debentures and stating that
the tender is being made thereby and guaranteeing that, within five New
York Stock Exchange trading days after the Expiration Date, the Letter
of Transmittal (or facsimile thereof) (or, in the case of a book-entry
transfer, an Agent's Message), together with the tendered Old Debentures
(or a confirmation of book-entry transfer of such Old Debentures into
the Exchange Agent's account with DTC) and any other required documents
will be deposited by the Eligible Institution with the Exchange Agent;
and
(iii) the certificates representing the tendered Old Debentures in
proper form for transfer (or a confirmation of book-entry transfer of
such Old Debentures into the Exchange Agent's account with DTC),
together with the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees (or,
in the case of a book-entry transfer, an Agent's Message) and all other
documents required by the Letter of Transmittal must be received by the
Exchange Agent within five New York Stock Exchange trading days after
the Expiration Date.
Failure to complete the guaranteed delivery procedures outlined above will
not, of itself, affect the validity or effect a revocation of any Letter of
Transmittal form properly completed and executed by a Holder who attempted to
use the guaranteed delivery procedure.
3. TENDER BY HOLDER. Only a Holder or Acting Holder of Old Debentures may
tender such Old Debentures in the Exchange Offer. Any beneficial owner of Old
Debentures who is not the registered Holder and who wishes to tender should
arrange with such Holder to execute and deliver this Letter of Transmittal on
such owner's behalf or must, prior to completing and executing this Letter of
Transmittal and delivering such Old Debentures, either make appropriate
arrangements to register ownership of the Old Debentures in such owner's name or
obtain a properly completed bond power from the registered Holder.
4. PARTIAL TENDERS. Tenders of Old Senior Debentures will be accepted only
in integral multiples of $1,000 principal amount, and tenders of Old Senior
Discount Debentures will be accepted only in integral multiples of $1,000
principal amount at maturity. If less than the entire principal amount or
principal amount at maturity, as the case may be, of Old Debentures is tendered,
the tendering Holder should fill in the principal amount tendered in the column
labeled "Principal Amount Tendered" of the box entitled "Description of 8.375%
Senior Debentures due
2010" (Box 1) above, and principal amount at maturity tendered in the column
labeled "Principal Amount at Maturity Tendered" of the box entitled "Description
of 9.285% Series A Senior Discount Debentures due 2010" (Box 2) above. The
entire principal amount or principal amount at maturity, as the case may be, of
Old Debentures delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of Old
Senior Debentures is not tendered, Old Senior Debentures for the principal
amount not tendered and Senior Exchange Debentures exchanged for any Old Senior
Debentures tendered will be sent to the Holder at his or her registered address,
unless a different address is provided in the appropriate box on this Letter of
Transmittal or unless tender is made through DTC, as soon as practicable
following the Expiration Date. If the entire principal amount or at maturity of
Old Senior Discount Debentures is not tendered, Old Senior Discount Debentures
for the principal amount at maturity not tendered and Senior Discount Exchange
Debentures exchanged for any Old Senior Discount Debentures tendered will be
sent to the Holder at his or her registered address, unless a different address
is provided in the appropriate box on this Letter of Transmittal or unless
tender is made through DTC, as soon as practicable following the Expiration
Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
MEDALLION GUARANTEE OF SIGNATURE. If this Letter of Transmittal is signed by the
registered Holder(s) of the Old Debentures tendered herewith, the signatures
must correspond with the name(s) as written on the face of the tendered Old
Debentures without alteration, enlargement, or any change whatsoever.
If any of the tendered Old Debentures are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any
tendered Old Debentures are held in different names on several Old Debentures,
it will be necessary to complete, sign, and submit as many separate copies of
the Letter of Transmittal documents as there are names in which tendered Old
Debentures are held.
If this Letter of Transmittal is signed by the registered Holder, and
Exchange Debentures are to be issued and any untendered or unaccepted Old
Debentures are to be reissued or returned to the registered Holder, then the
registered Holder need not and should not endorse any tendered Old Debentures
nor provide a separate bond power. In any other case, the registered Holder must
either properly endorse the Old Debentures tendered or transmit a properly
completed separate bond power with this Letter of Transmittal (executed exactly
as the name(s) of the registered Holder(s) appear(s) on such Old Debentures),
with the signature(s) on the endorsement or bond power guaranteed by an Eligible
Institution unless such certificates or bond powers are signed by an Eligible
Institution.
If this Letter of Transmittal or any Old Debentures or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and evidence satisfactory
to the Issuers of their authority to so act must be submitted with this Letter
of Transmittal.
No medallion signature guarantee is required if (i) this Letter of
Transmittal is signed by the registered Holder(s) of the Old Debentures tendered
herewith and the issuance of Exchange Debentures (and any Old Debentures not
tendered or not accepted) are to be issued directly to such registered Holder(s)
and neither the "Special Registration Instructions" (Box 3) nor the "Special
Delivery Instructions" (Box 4) has been completed. In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution.
6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box, the name and address in which the Exchange
Debentures and/or substitute Old Debentures for Old Debentures not tendered or
not accepted for exchange are to be sent, if different from the name and address
or account of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the employer identification number or social
security number of the person named must also be indicated and the indicated and
the tendering Holders should complete the applicable box.
If no such instructions are given, the Exchange Debentures (and any Old
Debentures not tendered or not accepted) will be issued in the name of and sent
to the registered Holder of the Old Debentures.
7. TRANSFER TAXES. The Issuers will pay all transfer taxes, if any,
applicable to the sale and transfer of Old Debentures to the Issuers or their
order pursuant to the Exchange Offer. If, however, a transfer tax is imposed for
any reason other than the transfer and sale of Old Debentures to the Issuers or
their order pursuant to the Exchange Offer, then the amount of any such transfer
taxes (whether imposed on the registered Holder or on any other person) will be
payable by the tendering Holder. If satisfactory evidence of payment of such
taxes or exemption from such taxes is not submitted with this Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering Holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Old Debentures listed in this Letter of
Transmittal.
8. TAX IDENTIFICATION NUMBER. Under the federal income tax laws, payments
that may be made by the Issuers on account of Exchange Debentures 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 Issuers (or the Exchange Agent with respect to the
Exchange Debentures or a broker or custodian) may still withhold 31% of the
amount of any payments made on account of the Exchange Debentures until the
Holder furnishes the Issuers or the Exchange Agent with respect to the Exchange
Debentures, 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 Issuers are 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.
Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Debentures to be deemed invalidly tendered, but may require the Issuers or the
Exchange Agent with respect to the Exchange Debentures, broker or custodian to
withhold 31% of the amount of any payments made on account of the Exchange
Debentures. 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.
9. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of tendered Old Debentures will be
determined by the Issuers, in their sole discretion, which determination will be
final and binding. The Issuers reserve the right to reject any and all Old
Debentures not validly tendered or any Old Debentures, the Issuers' acceptance
of which would, in the opinion of the Issuers or their counsel, be unlawful. The
Issuers also reserve the right to waive any conditions of the Exchange Offer or
defects or irregularities in tenders of Debentures as to any ineligibility of
any Holder who seeks to tender Old Debentures in the Exchange Offer. The
interpretation of the terms and conditions of the Exchange Offer (including this
Letter of Transmittal and the instructions hereto) by the Issuers shall be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Debentures must be cured within such time as the
Issuers shall determine. The Issuers will use reasonable efforts to give
notification of defects or irregularities with respect to tenders of Old
Debentures, but shall not incur any liability for failure to give such
notification.
10. WAIVER OF CONDITIONS. The Issuers reserve the absolute right to amend,
waive, or modify specified conditions in the Exchange Offer in the case of any
tendered Old Debentures.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Old Debentures will be accepted.
12. MUTILATED, LOST, STOLEN, OR DESTROYED OLD DEBENTURES. Any tendering
Holder whose Old Debentures have been mutilated, lost, stolen, or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus may be directed
to the Exchange Agent at the address set forth on the first page of this Letter
of Transmittal. Holders may also contact their broker, dealer, commercial bank,
trust company, or other nominee for assistance concerning the Exchange Offer.
14. ACCEPTANCE OF TENDERED OLD DEBENTURES AND ISSUANCE OF EXCHANGE
DEBENTURES; RETURN OF OLD DEBENTURES. Subject to the terms and conditions of the
Exchange Offer, the Issuers will accept for exchange all validly tendered Old
Debentures as soon as practicable after the Expiration Date and will issue
Exchange Debentures therefor as soon as practicable thereafter. For purposes of
the Exchange Offer, the Issuers shall be deemed to have accepted tendered Old
Debentures when, as and if the Issuers have given written and oral notice
thereof to the Exchange Agent. If any tendered Old Debentures are not exchanged
pursuant to the Exchange Offer for any reason, such unexchanged Old Debentures
will be returned, without expense, to the
undersigned at the address shown above or at a different address as may be
indicated under "Special Delivery Instructions" (Box 4).
15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders."
(DO NOT WRITE IN SPACE BELOW)
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CERTIFICATE OLD DEBENTURES OLD DEBENTURES
SURRENDERED TENDERED ACCEPTED
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Delivery Prepared By:
- --------------------- Checked By:
- --------------------- Date:
- --------------
PAYERS' NAMES:
FALCON HOLDING GROUP, L.P.
FALCON FUNDING CORPORATION
- --------------------------------------------------------------------------------------------------
SUBSTITUTE Name (if joint names, list first and circle the name of the person or
FORM W-9 entity whose number you enter in Part 1 below. See instructions if your
name has changed.)
------------------------------------------------------------------------
Department of Address
the Treasury
------------------------------------------------------------------------
Internal Revenue Service City, State and ZIP Code
------------------------------------------------------------------------
PART 1 - PLEASE PROVIDE YOUR TAXPAYER Social Security
IDENTIFICATION NUMBER ("TIN") IN THE BOX AT RIGHT Number or TIN
AND CERTIFY BY SIGNING AND DATING BELOW
------------------------------------------------------------------------
PART 2 - Check the box if you are NOT subject to backup withholding
under the provisions of section 3408(a)(1)(C) of the Internal Revenue
Code because (1) you have not been notified that you are subject to
backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified you that you
are no longer subject to backup withholding.
/ /
- -------------------------------------------------------------------------------------------------
CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I PART 3 -
CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS AWAITING
TRUE, CORRECT AND COMPLETE. TIN
Signature: ---------------------- Date: --------- / /
- -------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administrative Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number by the time of the exchange, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a Taxpayer Identification Number.
- -------------------------------------------------------------------------- ------------------------
Signature Date