1
EXHIBIT 99.1
TEEKAY SHIPPING CORPORATION
LETTER OF TRANSMITTAL
FOR TENDER OF ALL OUTSTANDING
8.875% SENIOR NOTES DUE 2011
IN EXCHANGE FOR
REGISTERED 8.875% SENIOR NOTES DUE 2011
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________ __, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE").
NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
The Exchange Agent is: UNITED STATES TRUST COMPANY OF NEW YORK
YOU CAN DELIVER THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTATION TO THE EXCHANGE AGENT AT THE ADDRESSES AS FOLLOWS:
BY HAND DELIVERY TO 4:30 P.M.
United States Trust Company of New York
30 Broad Street, B-Level
New York, NY 10004-2304
BY OVERNIGHT COURIER AND BY HAND
DELIVERY AFTER 4:30 P.M. ON EXPIRATION DATE
United States Trust Company of New York
30 Broad Street, 14th Floor
New York, NY 10004-2304
BY REGISTERED OR CERTIFIED MAIL
United States Trust Company of New York
P.O. Box 84
Bowling Green Station
New York, NY 10274-0084
2
BY FACSIMILE TRANSMISSION (ELIGIBLE INSTITUTIONS ONLY):
United States Trust Company of New York
30 Broad Street, B-Level
New York, NY 10004-2304
FAX: (646) 458-8111
CONFIRM BY TELEPHONE:
(800) 548-6565
- --------------------------------------------------------------------------------
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS 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 THE LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt and review of the prospectus
dated _________ __, 2001 of Teekay Shipping Corporation (the "Company") and this
letter of transmittal. These two documents together constitute the Company's
offer to exchange its 8.875% Senior Notes due 2011 (the "Exchange Notes"), the
issuance of which has been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of its issued and
outstanding 8.875% Senior Notes due 2011 (the "Original Notes") (the "Exchange
Offer").
The Company reserves the right, at any time or from time to time, to extend
the period of time during which the Exchange Offer for the Original Notes is
open, at its discretion, in which event the term "Expiration Date" shall mean
the latest date to which such Exchange Offer is extended. The Company shall
notify United States Trust Company of New York (the "Exchange Agent") of any
extension by oral or written notice and shall make a public announcement thereof
no later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date.
This letter of transmittal is to be used by a holder of Original Notes
(i) if certificates of Original Notes are to be forwarded herewith or (ii) if
delivery of Original Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the "DTC")
pursuant to the procedures set forth in the prospectus under the caption "The
Exchange Offer--Book-Entry Transfer" and an "agent's message" is not delivered
as described in the prospectus under the caption "The Exchange Offer--Tendering
Through DTC's Automated Tender Offer Program." Tenders by book-entry transfer
may also be made by delivering an agent's message in lieu of this letter of
transmittal. Holders of Original Notes whose Original Notes are not immediately
available, or who are unable to deliver their Original Notes, this letter of
transmittal and all other documents required hereby to the Exchange Agent on or
prior to the Expiration Date for the Exchange Offer, or who are unable to
complete the procedure for book-entry transfer on a timely basis, must tender
their Original Notes according to the guaranteed delivery procedures set forth
in the prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 2. DELIVERY OF DOCUMENTS TO THE DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "holder" with respect to the Exchange Offer for Original Notes
means any person in whose name such Original Notes are registered on the books
of the Company, any person who holds such Original Notes and has obtained a
properly completed bond power from the registered holder or any participant in
the DTC system whose name appears on a security position listing as the holder
of such
-2-
3
Original Notes and who desires to deliver such Original Notes by book-entry
transfer at DTC. The undersigned has completed, executed and delivered this
letter of transmittal to indicate the action the undersigned desires to take
with respect to such Exchange Offer. Holders who wish to tender their Original
Notes must complete this letter of transmittal in its entirety (unless such
Original Notes are to be tendered by book-entry transfer and an agent's message
is delivered in lieu hereof).
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Original Notes to which this letter of transmittal relates.
If the space below is inadequate, list the registered numbers and principal
amounts on a separate signed schedule and affix the list to this letter of
transmittal.
- ------------------------------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL NOTES TENDERED
- ------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Registered Aggregate Principal Principal Amount
Holder(s) Exactly as Name(s) Appear(s) on Number(s)* Amount Tendered**
(Please Fill In, If Blank) Original Notes Represented by
Note(s)
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Total
- ------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Original Notes will be
deemed to have tendered the entire aggregate principal amount represented by
such Original Notes. All tenders must be in integral multiples of $1,000.
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL NOTES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering Institution:
-------------------------------------------------
DTC Account Number(s):
---------------------------------------------------------
-3-
4
Transaction Code Number(s):
----------------------------------------------------
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL NOTES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY EITHER ENCLOSED
HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED)
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered holder(s) of Original Notes:
-----------------------------
Date of Execution of Notice of Guaranteed Delivery:
----------------------------
Window Ticket Number (if available):
-------------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
------------------------
DTC Account Number(s) (if delivered by book-entry transfer):
-------------------
Transaction Code Number(s) (if delivered by book-entry transfer):
--------------
Name of Tendering Institution (if delivered by book-entry transfer):
-----------
[ ] CHECK HERE AND COMPLETE THE FOLLOWING 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:
Name:
-----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
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 Notes. If the undersigned is 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, it acknowledges
that it will deliver a prospectus 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.
SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company for exchange the principal amount of Original
Notes indicated above. Subject to and effective upon the acceptance for exchange
of the principal amount of Original Notes tendered in accordance with this
letter of transmittal, the undersigned hereby exchanges, assigns and transfers
to, or upon the order of, the Company all right, title and interest in and to
such Original Notes tendered for exchange hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact for the undersigned (with full knowledge that said
Exchange Agent also acts as the
-4-
5
agent for the Company in connection with the Exchange Offer) with respect to the
tendered Original Notes with full power of substitution to (i) deliver such
Original Notes, or transfer ownership of such Original Notes on the account
books maintained by the DTC, to the Company and deliver all accompanying
evidences of transfer and authenticity, and (ii) present such Original Notes for
transfer on the books of the Company and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Original Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, 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 Company 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 for exchange by the Company.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretations set forth in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc.
(available June 5, 1991) and similar no-action letters (the "Prior No-Action
Letters"), 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 holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, PROVIDED that such Exchange Notes are acquired
in the ordinary course of such holders' business and such holders are not
engaging in, do not intend to engage in and have no arrangement or understanding
with any person to participate in a distribution of such Exchange Notes. The SEC
has not, however, considered the Exchange Offer in the context of a no-action
letter, and there can be no assurance that the staff of the SEC would make a
similar determination with respect to the Exchange Offer as in other
circumstances.
The undersigned hereby further represents to the Company that (i) any
Exchange Notes received are being acquired in the ordinary course of business of
the person receiving such Exchange Notes, whether or not the undersigned, (ii)
neither the undersigned nor any such other person has an arrangement or
understanding with any person to participate in the distribution of the Original
Notes or the Exchange Notes within the meaning of the Securities Act and (iii)
neither the holder nor any such other person is an "affiliate," as defined in
Rule 405 under the Securities Act, of the Company or, if it is such an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.
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 Notes. If the undersigned is 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, it acknowledges
that it will deliver a prospectus 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. The undersigned acknowledges that if the
undersigned is tendering Original Notes in the Exchange Offer with the intention
of participating in any manner in a distribution of the Exchange Notes (i) the
undersigned cannot rely on the position of the staff of the SEC set forth in the
Prior No-Action Letters and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary
-5-
6
resale transaction of the Exchange Notes, in which case the registration
statement must contain the selling security holder information required by
Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, and
(ii) failure to comply with such requirements in such instance could result in
the undersigned incurring liability under the Securities Act for which the
undersigned is not indemnified by the Company.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Original
Notes tendered hereby, including the transfer of such Original Notes on the
account books maintained by the DTC.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered Original Notes when, as and if the
Company gives oral or written notice thereof to the Exchange Agent. Any tendered
Original Notes that are not accepted for exchange pursuant to such Exchange
Offer for any reason will be returned, without expense, to the undersigned as
promptly as practicable after the Expiration Date for such Exchange Offer.
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 successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives.
The undersigned acknowledges that the Company's acceptance of properly
tendered Original Notes 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 Company upon the terms and subject to the conditions of the Exchange
Offer.
The Exchange Offer is subject to certain conditions set forth in the
prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Company), the Company may not be
required to exchange any of the Original Notes tendered hereby.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Exchange Notes issued in exchange for the Original Notes accepted for
exchange, and return any Original Notes not tendered or not exchanged, in the
name(s) of the undersigned (or, in the case of a book-entry delivery of Original
Notes, please credit the account indicated above maintained at the DTC).
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail or deliver the Exchange Notes issued in exchange for the Original
Notes accepted for exchange and any Original Notes not tendered or not exchanged
(and accompanying documents, as appropriate) to the undersigned at the address
shown below the undersigned's signature(s). In the event that both "Special
Issuance Instructions" and "Special Delivery Instructions" are completed, please
issue the Exchange Notes issued in exchange for the Original Notes accepted for
exchange in the name(s) of, and return any Original Notes not tendered or not
exchanged to, the person(s) (or account(s)) so indicated. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Issuance
Instructions" and "Special Delivery Instructions" to transfer any Original Notes
from the name of the registered holder(s) thereof if the Company does not accept
for exchange any of the Original Notes so tendered for exchange.
-6-
7
- --------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Original Notes in a principal amount not
tendered, or Exchange Notes issued in exchange for Original Notes accepted for
exchange, are to be issued in the name of someone other than the undersigned, or
(ii) if Original Notes tendered by book-entry transfer which are not exchanged
are to be returned by credit to an account maintained at the DTC other than the
DTC Account Number set forth above. Issue Exchange Notes and/or Original Notes
to:
Name:
-----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
(PLEASE TYPE OR PRINT)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if Original Notes in a principal amount not tendered,
or Exchange Notes issued in exchange for Original Notes accepted for exchange,
are to be mailed or delivered to someone other than the undersigned, or to the
undersigned at an address other than that shown below the undersigned's
signature. Mail or deliver Exchange Notes and/or Original Notes to:
Name:
-----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
(PLEASE TYPE OR PRINT)
[ ] Credit unexchanged Original Notes delivered by book-entry transfer to the
DTC set forth below:
DTC Account Number:
-----------------------------------------
-7-
8
IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
ORIGINAL NOTES ARE BEING
PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)
- ->
--------------------------------------------------------------------------
- ->
--------------------------------------------------------------------------
(Signature(s) of Registered Holder(s) of Original Notes)
Dated ________________, 2001
(The above lines must be signed by the registered holder(s) of Original Notes as
your name(s) appear(s) on the Original Notes or on a security position listing,
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 Original Notes 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. 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) unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 5 regarding the completion of this
letter of transmittal, printed below.)
Name(s):
----------------------------------------------------------------------
(Please Type or Print)
Capacity:
----------------------------------------------------------------------
Address:
----------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
------------------------------------------------
Taxpayer Identification or Social Security Number:
-----------------------------
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)
-8-
9
- --------------------------------------------------------------------------------
(Title)
- --------------------------------------------------------------------------------
(Name of Firm)
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Address, Include Zip Code)
- --------------------------------------------------------------------------------
(Area Code and Telephone Number)
Dated ________________, 2001
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES OR AGENT'S
MESSAGE AND BOOK-ENTRY CONFIRMATIONS. All physically delivered Original Notes or
any confirmation of a book-entry transfer to the Exchange Agent's account at the
DTC of Original Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
letter of transmittal or facsimile hereof (or an agent's message in lieu
hereof), 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 5:00
p.m., New York City time, on the Expiration Date for the Exchange Offer, or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. THE METHOD OF DELIVERY OF THE TENDERED ORIGINAL NOTES, THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE
ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER
USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
NO LETTER OF TRANSMITTAL OR ORIGINAL NOTES SHOULD BE SENT TO THE COMPANY.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their
Original Notes and (a) whose Original Notes are not immediately available,
(b) who cannot deliver their Original Notes, this letter of transmittal or any
other documents required hereby to the Exchange Agent prior to the applicable
Expiration Date or (c) who are unable to comply with the applicable procedures
under the DTC's Automated Tender Offer Program on a timely basis, must tender
their Original Notes according to the guaranteed delivery procedures set forth
in the prospectus. 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., a commercial bank or
a trust
-9-
10
company having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(an "Eligible Institution"); (ii) prior to the applicable Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed notice of guaranteed delivery (by facsimile
transmission, mail or hand delivery) or a properly transmitted agent's message
and notice of guaranteed delivery setting forth the name and address of the
holder of the Original Notes, the registration number(s) of such Original Notes
and the total principal amount of Original Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within three New York Stock
Exchange trading days after such Expiration Date, this letter of transmittal (or
facsimile hereof or an agent's message in lieu hereof) together with the
Original Notes in proper form for transfer (or a Book-Entry Confirmation) and
any other documents required hereby, will be deposited by the Eligible
Institution with the Exchange Agent; and (iii) this letter of transmittal (or
facsimile hereof or an agent's message in lieu hereof) together with the
certificates for all physically tendered Original Notes in proper form for
transfer (or Book-Entry Confirmation, as the case may be) and all other
documents required hereby are received by the Exchange Agent within three New
York Stock Exchange trading days after such Expiration Date.
Any holder of Original Notes who wishes to tender Original Notes pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the notice of guaranteed delivery prior to 5:00 p.m.,
New York City time, on the applicable Expiration Date. Upon request of the
Exchange Agent, a notice of guaranteed delivery will be sent to holders who wish
to tender their Original Notes according to the guaranteed delivery procedures
set forth above.
See "The Exchange Offer--Guaranteed Delivery Procedures" section of the
prospectus.
3. TENDER BY HOLDER. Only a holder of Original Notes may tender such
Original Notes in the Exchange Offer. Any beneficial holder of Original Notes
who is not the registered holder and who wishes to tender should arrange with
the registered holder to execute and deliver this letter of transmittal on his
behalf or must, prior to completing and executing this letter of transmittal and
delivering his Original Notes, either make appropriate arrangements to register
ownership of the Original Notes in such holder's name or obtain a properly
completed bond power from the registered holder.
4. PARTIAL TENDERS. Tenders of Original Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Original Notes is tendered, the tendering holder should fill in the principal
amount tendered in the fourth column of the box entitled "Description of
Original Notes Tendered" above. The entire principal amount of Original Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Original Notes is not
tendered, then Original Notes for the principal amount of Original Notes not
tendered and Exchange Notes issued in exchange for any Original Notes accepted
will be returned to the holder as promptly as practicable after the Original
Notes are accepted for exchange.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this letter of transmittal (or facsimile hereof) is
signed by the record holder(s) of the Original Notes tendered hereby, the
signature(s) must correspond exactly with the name(s) as written on the face of
the Original Notes without alteration, enlargement or any change whatsoever. If
this letter of transmittal (or facsimile hereof) is signed by a participant in
the DTC, the signature must correspond with the name as it appears on the
security position listing as the holder of the Original Notes.
If this letter of transmittal (or facsimile hereof) is signed by the
registered holder(s) of Original Notes listed and tendered hereby and the
Exchange Notes issued in exchange therefor are to be issued (or
-10-
11
any untendered principal amount of Original Notes is to be reissued) to the
registered holder(s), the said holder(s) need not and should not endorse any
tendered Original Notes, nor provide a separate bond power. In any other case,
such holder(s) must either properly endorse the Original Notes tendered or
transmit a properly completed separate bond power with this letter of
transmittal, with the signatures on the endorsement or bond power guaranteed by
an Eligible Institution.
If this letter of transmittal (or facsimile hereof) or any Original Notes
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,
unless waived by the Company, evidence satisfactory to the Company of their
authority to act must be submitted with this letter of transmittal.
NO SIGNATURE GUARANTEE IS REQUIRED IF (i) THIS LETTER OF TRANSMITTAL (OR
FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(S) OF THE ORIGINAL NOTES
TENDERED HEREIN (OR BY A PARTICIPANT IN THE DTC WHOSE NAME APPEARS ON A SECURITY
POSITION LISTING AS THE OWNER OF THE TENDERED ORIGINAL NOTES) AND THE EXCHANGE
NOTES ARE TO BE ISSUED DIRECTLY TO SUCH REGISTERED HOLDER(S) (OR, IF SIGNED BY A
PARTICIPANT IN THE DTC, DEPOSITED TO SUCH PARTICIPANT'S ACCOUNT AT THE DTC) AND
NEITHER THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" NOR THE BOX ENTITLED
"SPECIAL REGISTRATION INSTRUCTIONS" HAS BEEN COMPLETED, OR (ii) SUCH ORIGINAL
NOTES ARE TENDERED FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. IN ALL OTHER
CASES, ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) MUST
BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Notes or substitute Original Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this letter of transmittal. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated. Holders tendering Original
Notes by book-entry transfer may request that Original Notes not exchanged be
credited to such account maintained at the DTC as such noteholder may designate
hereon. If no such instructions are given, such Original Notes not exchanged
will be returned to the name and address (or account number) of the person
signing this letter of transmittal.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Original Notes pursuant to the Exchange Offer. If,
however, Exchange Notes or Original Notes for principal amounts not tendered or
accepted for exchange 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 exchange of Original Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this letter of transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder and the
Exchange Agent will retain possession of an amount of Exchange Notes with a face
amount at least equal to the amount of such transfer taxes due by such tendering
holder pending receipt by the Exchange Agent of the amount of such taxes.
-11-
12
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder of any Original Notes or Exchange Notes must provide the Company (as
payor) with its correct taxpayer identification number ("TIN"), which, in the
case of a holder who is an individual is his or her social security number. If
the Company is not provided with the correct TIN, the holder may be subject to a
$50 penalty imposed by the Internal Revenue Service and backup withholding of
31% on interest payments on the Exchange Notes.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Exchange Notes will be registered in more than one name or will not be in
the name of the actual owner, consult the instructions on Internal Revenue
Service Form W-9, which may be obtained from the Exchange Agent, for information
on which TIN to report.
Certain foreign individuals and entities will not be subject to backup
withholding or information reporting if they submit a Form W-8, signed under
penalties of perjury, attesting to their foreign status. A Form W-8 can be
obtained from the Exchange Agent.
If such holder does not have a TIN, such holder should consult the
instructions on Form W-9 concerning applying for a TIN, check the box in Part 3
of the Substitute Form W-9, write "applied for" in lieu of its TIN and sign and
date the form and the Certificate of Awaiting Taxpayer Identification Number.
Checking this box, writing "applied for" on the form and signing such
certificate means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Company within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Company.
The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligations regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility, time of receipt, acceptance and withdrawal of tendered Original
Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Original Notes not properly tendered or any Original Notes
the Company's acceptance of which might, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive any
conditions of the Exchange Offer or defects or irregularities of tenders as to
particular Original Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including this letter of transmittal and the
instructions hereto) shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Original Notes must
be cured within such time as the Company shall determine. Neither the Company,
the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Original
Notes nor shall any of them incur any liability for failure to give such
notification.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive,
in whole or part, any of the conditions to the Exchange Offer set forth in the
prospectus.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Original Notes will be accepted.
-12-
13
12. 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. This
letter of transmittal and related documents cannot be processed until the
procedures for replacing lost, stolen or destroyed Original Notes have been
followed.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or for additional copies of the prospectus or this letter of transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover 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. 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."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
OR AN AGENT'S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE ORIGINAL NOTES DELIVERED
BY BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE
EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE.
-13-
14
- -------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Name: ___________________________________
FORM W-9
-----------------------------------------------------------------------------------
PART I--PLEASE PROVIDE YOUR TIN IN THE Social Security Number OR
DEPARTMENT OF THE TREASURY BOX AT RIGHT AND CERTIFY BY SIGNING AND Employer Identification Number
INTERNAL REVENUE SERVICE DATING BELOW. (if awaiting TIN write "Applied For")
PAYER'S REQUEST FOR TAXPAYER ____________________________________
IDENTIFICATION NUMBER (TIN) AND
CERTIFICATION
- -------------------------------------------------------------------------------------------------------------------------
PART II CERTIFICATION. Under 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 (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 INSTRUCTIONS. You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreported 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 no longer subject to backup
withholding, do not cross out item (2).
- -------------------------------------------------------------------------------------------------------------------------
Signature Date
---------------------------------------------------- ---------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
PART III. [ ] Awaiting TIN.
- -------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENT MADE TO YOU IN RESPECT OF CLICK2LEARN COMMON STOCK.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
- -------------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION
You must complete this certificate if you wrote "applied for" in Part I of
the substitute form W-9. I certify under penalties of perjury that a TIN has not
been issued to me, and either (a) I have mailed or delivered an application to
receive a TIN to the appropriate IRS Center or Social Security Administration
Office or (b) I intend to mail or deliver such an application in the near
future. I understand that if I do not provide a TIN by the time of payment, all
reportable payments made to me thereafter will be subject to a 31% backup
withholding tax.
Signature Date
---------------------------------------------------- ---------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
-14-