1
Exhibit 99.1
================================================================================
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON ________,
1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
5:00 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE.
================================================================================
LETTER OF TRANSMITTAL
TO EXCHANGE
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007
OF
▇▇▇▇▇ ADVERTISING COMPANY
PURSUANT TO THE PROSPECTUS DATED _________________, 1997
TO: STATE STREET BANK AND TRUST COMPANY, EXCHANGE AGENT
BY FACSIMILE:
(▇▇▇) ▇▇▇-▇▇▇▇
(For Eligible Institutions Only)
Confirm by telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
BY REGISTERED OR CERTIFIED MAIL:
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
BY HAND/OVERNIGHT DELIVERY:
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
FOR INFORMATION CALL:
(▇▇▇) ▇▇▇-▇▇▇▇
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
2
The undersigned acknowledges receipt of the Prospectus dated
__________________, 1997 (the "Prospectus") of ▇▇▇▇▇ Advertising Company, a
Delaware corporation (the "Company" or the "Issuer") and this Letter of
Transmittal, which may be amended from time to time (this "Letter"), which
together constitute the Issuer's offer to exchange (the "Exchange Offer"), up to
$200,000,000 in aggregate principal amount of its 8 5/8% Senior Subordinated
Notes due 2007 (the "Exchange Notes") for up to $200,000,000 in aggregate
principal amount of its outstanding 8 5/8% Senior Subordinated Notes due 2007
that were issued and sold in reliance on an exemption from registration under
the Securities Act of 1933, as amended (the "Existing Notes" and, together with
the Exchange Notes, the "Notes").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of Existing Notes who wish to tender their Existing Notes
must, prior to the Expiration Date: (1) complete, sign, date and mail or
otherwise deliver this Letter to the Exchange Agent, in person or to the address
set forth above and (2) tender his or her Existing Notes or, if a tender of
Existing Notes is to be made by book-entry transfer to the account maintained by
the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility"), confirm such book-entry transfer (a "Book-Entry Confirmation"), in
each case in accordance with the procedures for tendering described in the
Instructions to this Letter. Holders of Existing Notes whose certificates are
not immediately available, or who are unable to deliver their certificates or
Book-Entry Confirmation and all other documents required by this Letter to be
delivered to the Exchange Agent on or prior to the Expiration Date, must tender
their Existing Notes according to the guaranteed delivery procedures set forth
under the caption "The Exchange Offer--How to Tender" in the Prospectus. (See
Instruction 1).
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter may be directed to the Exchange Agent at the address
listed above, or ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Financial Officer of the Company, at
(▇▇▇) ▇▇▇-▇▇▇▇ or at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have
the respective meanings ascribed to them in the Prospectus.
- 2 -
3
List below the Existing Notes of which you are the holder. If the space
provided below is inadequate, list the certificate numbers and principal amount
of Existing Notes on a separate signed schedule and affix it hereto.
BOX 1
=============================================================================================================================
TO BE COMPLETED BY ALL TENDERING HOLDERS
-----------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Total Principal Total Principal
Holder(s) (Please fill in, if blank, exactly Certificate Amount of Amount of Existing
as name(s) appear(s) on Existing Notes) Numbers(1) Existing Notes Notes Tendered(2)
-----------------------------------------------------------------------------------------------------------------------------
----------- --------------- ------------------
----------- --------------- ------------------
----------- --------------- ------------------
TOTALS: --------------- ------------------
=============================================================================================================================
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Issuer the principal amount of Existing Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
the Existing Notes tendered with this Letter, the undersigned exchanges, assigns
and transfers to, or upon the order of, the Issuer all right, title and interest
in and to the Existing Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as his or
her agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Issuer) with respect to the tendered Existing Notes,
with full power of substitution, to: (a) deliver certificates for such Existing
Notes, (b) deliver Existing Notes and all accompanying evidence of transfer and
authenticity to or upon the order of the Issuer upon receipt by the Exchange
Agent, as the undersigned's agent, of the Exchange Notes to which the
undersigned is entitled upon the acceptance by the Issuer of the Existing Notes
tendered under the Exchange Offer and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Existing Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Existing Notes
tendered hereby and that 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. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Issuer to be necessary or
desirable to complete the assignment and transfer of the Existing Notes
tendered. The undersigned has read and agrees to all of the terms of the
Exchange Offer.
--------
(1) Need not be completed if Existing Notes are being tendered by
book-entry transfer.
(2) Unless otherwise indicated, the entire principal amount of Existing
Notes represented by a certificate or Book-Entry Confirmation delivered
to the Exchange Agent will be deemed to have been tendered. Existing
Notes tendered hereby must be in a principal amount of $1,000 and
integral multiples thereof.
- 3 -
4
The undersigned also acknowledges that the Exchange Offer is being made
in reliance on interpretations of the Staff of the Securities and Exchange
Commission as set forth in no-action letters issued to third parties. Based on
these interpretations, the Issuer believes that Exchange Notes issued pursuant
to the Exchange Offer in exchange for the Existing Notes may be offered for
resale, resold or otherwise transferred by holders thereof (other than any
holder which is (i) an "affiliate" of the Issuer within the meaning of Rule 405
under the Securities Act, (ii) a broker-dealer who acquired Existing Notes
directly from the Issuer or (iii) a broker-dealer who acquired Existing Notes as
a result of market-making or other trading activities) 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 have no arrangement with any person to
participate in a distribution of such Exchange Notes.
The undersigned agrees that acceptance of any tendered Existing Notes
by the Issuer and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Issuer of its obligations under the
Exchange and Registration Rights Agreement (as defined in the Prospectus) and
that, upon the issuance of the Exchange Notes, the Issuer will have no further
obligations or liabilities thereunder (except in certain limited circumstances).
By tendering Existing Notes, the undersigned certifies (a) that it is not an
"affiliate" of the Issuer within the meaning of Rule 405 under the Securities
Act, that it is not a broker-dealer that owns Existing Notes acquired directly
from the Issuer or an affiliate of the undersigned's business and that the
undersigned has no arrangement with any person to participate in the
distribution of the Exchange Notes or (b) that it is an "affiliate" (as so
defined) of the Issuer or of the initial purchasers in the original offering of
the Existing Notes, and that it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable to it.
The undersigned acknowledges that, if it is a broker-dealer that will
receive Exchange Notes for its own account as a result of market making
activities or other trading activities, it will deliver a prospectus in
connection with any resale of such Exchange Notes and that it has not entered
into any arrangement or understanding with the Issuer or an affiliate of the
Issuer in connection with any resale of such Exchange Notes. By so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
The undersigned understands that the Issuer may accept the
undersigned's tender by delivering written notice of acceptance to the Exchange
Agent, at which time the undersigned's right to withdraw such tender will
terminate.
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the undersigned's heirs,
personal representatives, successors and assigns. Tenders may be withdrawn only
in accordance with the procedures set forth in the Instructions contained in
this Letter.
Unless otherwise indicated under "Special Delivery Instructions" below,
the Exchange Agent will deliver Exchange Notes (and, if applicable, a
certificate for any Existing Notes not tendered but represented by a certificate
also encompassing Existing Notes which are tendered) to the undersigned at the
address set forth in Box 1 above.
The undersigned acknowledges that the Exchange Offer is subject to the
more detailed terms set forth in the Prospectus and, in case of any conflict
between the terms set forth in the Prospectus and this Letter, the Prospectus
shall prevail.
- 4 -
5
BOX 2
================================================================================
METHOD OF DELIVERY
/ / CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE
AGENT WITH A BOOK-ENTRY TRANSFER FACILITY SPECIFIED ABOVE AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
Name of Book-Entry Transfer Facility:
/ / The Depository Trust Company
Account Number: Transaction Code Number:
/ / CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
DELIVERY IF TENDERED EXISTING 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 Owner(s):
Window Ticket Number (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Eligible Institution which Guaranteed Delivery:
If delivered by a Book-Entry Transfer Facility, check box of
Book-Entry Transfer Facility:
/ / The Depository Trust Company
Account Number: Transaction Code Number:
/ / CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED
EXISTING NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT
NUMBER SET FORTH ABOVE.
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE EXISTING NOTES
OR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
Address:
================================================================================
- 5 -
6
BOX 3
--------------------------------------------------------------------------------
SIGN HERE
(To Be Completed by All Tendering Holders of Existing Notes Regardless of
Whether Existing Notes Are Being Physically Delivered Herewith)
X
------------------------------------------------------------------------------
X
------------------------------------------------------------------------------
(Signature(s) of Holder(s) or Authorized Signatory)
Must be signed by the registered holder(s) of Existing Notes exactly as
their name(s) appear(s) on certificate(s) for the Existing Notes or by person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted with this Letter. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 3 below.
Name(s):
------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please Print)
Capacity (full title):
----------------------------------------------------------
Address:
------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Including Zip Code)
Area Code and Telephone No.:
----------------------------------------------------
--------------------------------------------------------------------------------
SIGNATURE GUARANTEE (See Instruction 3 below)
--------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signature(s))
--------------------------------------------------------------------------------
(Address (including zip code) and Telephone No. (including area code) of Firm)
--------------------------------------------------------------------------------
(Authorized Signature)
--------------------------------------------------------------------------------
(Printed Name)
--------------------------------------------------------------------------------
(Title)
Date: , 1997
-----------
--------------------------------------------------------------------------------
- 6 -
7
BOX 4
--------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS (See
Instructions 3 and 4)
To be completed ONLY if certificates for Existing Notes in a principal amount
not tendered or not accepted for payment, or the Exchange Notes, are to be
issued in the name of someone other than the undersigned, or if Existing Notes
are to be returned by credit to an account maintained by DTC.
Issue and deliver (check appropriate box):
/ / Existing Notes not tendered or / / Exchange Notes, to:
Name:
---------------------------------------------------------------------------
(Please Print)
Address:
------------------------------------------------------------------------
--------------------------------------------------------------------------------
Taxpayer Identification Number
(You must also complete Substitute Form W-9 below)
Credit unaccepted Existing Notes tendered by book-entry transfer to:
/ / The Depository Trust Company
Account set forth below:
--------------------------------------------------------------------------------
(DTC account number)
--------------------------------------------------------------------------------
BOX 5
--------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS (See
Instructions 3 and 4)
To be completed ONLY if certificates for Existing Notes in a principal amount
not tendered or not accepted for payment, or Exchange Notes, are to be sent to
someone other than the undersigned at an address other than that shown above.
Deliver (check appropriate box):
/ / Existing Notes not tendered or / / Exchange Notes, to:
Name:
---------------------------------------------------------------------------
(Please Print)
Address:
------------------------------------------------------------------------
--------------------------------------------------------------------------------
Taxpayer Identification Number
(You must also complete Substitute Form W-9 below)
--------------------------------------------------------------------------------
- 7 -
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Existing
Notes or a Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed copy of this Letter and any other documents required
by this Letter, must be received by the Exchange Agent at one of its addresses
set forth herein on or before the Expiration Date. The method of delivery of
this Letter, certificates for Existing Notes or a Book-Entry Confirmation, as
the case may be, and any other required documents is at the election and risk of
the tendering holder, but except as otherwise provided below, the delivery will
be deemed made when actually received by the Exchange Agent. If delivery is by
mail, the use of registered mail with return receipt requested, properly
insured, is suggested.
Holders whose Existing Notes are not immediately available or who
cannot deliver their Existing Notes or a Book-Entry Confirmation, as the case
may be, and all other required documents to the Exchange Agent on or before the
Expiration Date may tender their Existing Notes pursuant to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedure: (i)
tenders must be made by or through an Eligible Institution (as defined in
Instruction 3 below); (ii) prior to the Expiration Date, the Exchange Agent must
have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by telegram, telex, facsimile
transmission, mail or hand delivery) (x) setting forth the name and address of
the holder, the description of the Existing Notes and the principal amount of
Existing Notes tendered, (y) stating that the tender is being made thereby and
(z) guaranteeing that, within three New York Stock Exchange trading days after
the date of execution of such Notice of Guaranteed Delivery, this Letter
together with the certificates representing the Existing Notes or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent and
(iii) the certificates for all tendered Existing Notes or a Book-Entry
Confirmation, as the case may be, as well as all other documents required by
this Letter, must be received by the Exchange Agent within three New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in the Prospectus under the caption "The Exchange
Offer--How to Tender."
Holders of Existing Notes that are tendering by book-entry transfer to
the Exchange Agent's account at the Depository Trust Company ("DTC") can execute
the tender through the DTC Automated Tender Offer Program ("ATOP") for which the
transaction will be eligible. DTC participants should transmit their acceptance
to DTC, which will verify the acceptance and execute a book-entry delivery to
the Exchange Agent's account at DTC. DTC will then send an Agent's Message to
the Exchange Agent for its acceptance. DTC participants may also accept the
Exchange Offer by submitting a notice of guaranteed delivery through ATOP.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Existing Notes will be
determined by the Issuer, whose determination will be final and binding. The
Issuer reserves the absolute right to reject any or all tenders that are not in
proper form or the acceptance of which, in the opinion of the Issuer's counsel,
would be unlawful. The Issuer also reserves the right to waive any
irregularities or conditions of tender as to particular Existing Notes. All
tendering holders, by execution of this Letter, waive any right to receive
notice of acceptance of their Existing Notes.
Neither the Issuer, the Exchange Agent nor any other person shall be
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.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER); WITHDRAWALS. If less than the entire principal amount of any Existing
Notes evidenced by a submitted certificate or by a Book-Entry Confirmation is
tendered, the tendering holder must fill in the principal amount tendered in the
fourth column of Box 1 above. ALL OF THE EXISTING NOTES REPRESENTED BY A
CERTIFICATE OR BY A BOOK-ENTRY CONFIRMATION DELIVERED TO THE EXCHANGE AGENT WILL
BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED. A certificate for
Existing Notes not tendered will be sent to the holder, unless otherwise
provided in Box 5, as soon as practicable after the Expiration Date, in the
event that less than the entire principal amount of Existing Notes
- 8 -
9
represented by a submitted certificate is tendered (or, in the case of Existing
Notes tendered by book-entry transfers, such non-exchanged Existing Notes will
be credited to an account maintained by the holder with the Book-Entry Transfer
Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Existing Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Issuer notifies the Exchange Agent that it has
accepted the tender of Existing Notes pursuant to the Exchange Offer; (ii)
specify the name of the person who tendered the Existing Notes; (iii) contain a
description of the Existing Notes to be withdrawn, the certificate numbers shown
on the particular certificates evidencing such Existing Notes and the principal
amount of Existing Notes represented by such certificates and (iv) be signed by
the holder in the same manner as the original signature on this Letter
(including any required signature guarantee).
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If
this Letter is signed by the holder(s) of Existing Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificate(s) for such Existing Notes, without alteration, enlargement or any
change whatsoever.
If any of the Existing Notes tendered hereby are owned by two or more
joint owners, all owners must sign this Letter. If any tendered Existing Notes
are held in different names on several certificates, it will be necessary to
complete, sign and submit as many separate copies of this Letter as there are
names in which certificates are held.
If this Letter is signed by the holder of record and (i) the entire
principal amount of the holder's Existing Notes are tendered and/or (ii)
untendered Existing Notes, if any, are to be issued to the holder of record,
then the holder of record need not endorse any certificates for tendered
Existing Notes, nor provide a separate bond power. In any other case, the holder
of record must transmit a separate bond power with this Letter.
If this Letter or any certificate or assignment is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence satisfactory to the
Issuer of their authority to so act must be submitted, unless waived by the
Issuer.
Signatures on this Letter must be guaranteed by an Eligible
Institution, unless Existing Notes are tendered: (i) by a holder who has not
completed the Box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter or (ii) for the account of an Eligible Institution.
In the event that the signatures in this Letter or a notice of withdrawal, as
the case may be, are required to be guaranteed, such guarantees must be by an
eligible guarantor institution which is a member of The Securities Transfer
Agents Medallion Program (STAMP), The New York Stock Exchanges Medallion
Signature Program (MSP) or The Stock Exchanges Medallion Program (SEMP)
(collectively, "Eligible Institutions"). If Existing Notes are registered in the
name of a person other than the signer of this Letter, the Existing Notes
surrendered for exchange must be endorsed by, or be accompanies by a written
instrument or instruments of 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 should
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Notes or certificates for Existing Notes not exchanged are to be issued
or sent, if different from the name and address of the person signing this
Letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. Holders tendering Existing
Notes by book-entry transfer may request that Existing Notes not exchanged be
credited to such account maintained at the Book-Entry Transfer Facility as such
holder may designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder whose tendered Existing Notes are accepted for exchange must provide the
Exchange Agent (as payor) with his or her 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 Exchange Agent is not provided with the correct
TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, delivery to the holder of the Exchange Notes
- 9 -
10
pursuant to the Exchange Offer may be subject to back-up withholding. (If
withholding results in overpayment of taxes, a refund may be obtained.) Exempt
holders (including, among others, all corporations and certain foreign
individuals) are not subject to these back-up withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Under federal income tax laws, payments that may be made by the Issuer
on account of Exchange Notes issued pursuant to the Exchange Offer may be
subject to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of a failure to report all interest
or dividends; or (ii) the Internal Revenue Service has notified the holder that
he or she is no longer subject to back-up withholding; or (iii) certify in
accordance with the Guidelines that such holder is exempt from back-up
withholding. If the Existing Notes are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for information on
which TIN to report.
6. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of Existing Notes to it or its order pursuant to the
Exchange Offer. If, however, the Exchange Notes or certificates for Existing
Notes not exchanged are to be delivered to, or are to be issued in the name of,
any person other than the record holder, or if tendered certificates are
recorded in the name of any person other than the person signing this Letter, or
if a transfer tax is imposed by any reason other than the transfer of Existing
Notes to the Issuer or its order pursuant to the Exchange Offer, then the amount
of such transfer taxes (whether imposed on the record holder or any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of taxes or exemption from taxes is not submitted with this Letter, the
amount of transfer taxes will be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
7. WAIVER OF CONDITIONS; NO CONDITIONAL TENDERS. The Issuer reserves
the absolute right to amend or waive any of the specified conditions in the
Exchange Offer in the case of any Existing Notes tendered.
No alternative, conditional, irregular or contingent tenders will be
accepted.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificate for Existing Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above, for further
instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent.
IMPORTANT: THIS LETTER (OR FACSIMILE THEREOF), TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, ON OR PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
- 10 -
11
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
SUBSTITUTE FORM W-9
DEPARTMENT OF THE TREASURY, INTERNAL REVENUE SERVICE
Please provide your social security number or other taxpayer
identification number on this Substitute Form W-9 and certify therein that you
are not subject to backup withholding. Failure to complete and return this form
may result in backup withholding of 31% of any payments made to you. For
assistance, see the enclosed Instructions for Substitute Form W-9.
================================================================================
Name(s) as shown above of registered owners of 11% Senior Secured Notes (if
joint ownership, list first and circle the name of the person or entity whose
taxpayer identification number you enter in Part I below).
--------------------------------------------------------------------------------
Business Name (sole proprietors, see enclosed Instructions for
Substitute FORM W-9)
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
Part I - PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION Social Security
NUMBER IN THE BOX AT RIGHT AND CERTIFY BY SIGNING Number or Employer
AND DATING BELOW. Identification Number:
----------------------
--------------------------------------------------------------------------------
Part II - Payees exempt from backup withholding, please see the enclosed
Instructions for Substitute FORM W-9 - Request for Taxpayer Identification
Number and Certification.
--------------------------------------------------------------------------------
Part III - 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 because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of failure to report
all interest or dividends, or (c) 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 currently subject to backup withholding because
of underreporting interest or dividends on your tax return.
--------------------------------------------------------------------------------
SIGNATURE: DATE:
================================================================================
- 11 -
12
INSTRUCTIONS FOR SUBSTITUTE FORM W-9
HOLDERS SHOULD READ CAREFULLY THE FOLLOWING INSTRUCTIONS FOR COMPLETING
THE ENCLOSED SUBSTITUTE FORM W-9 AND CONSULT THEIR OWN TAX ADVISORS FOR MORE
DETAILED INFORMATION.
PURPOSE OF FORM. The Company is required to obtain your Taxpayer
Identification Number (TIN) and to report income paid to you to the IRS. Use the
Substitute Form W-9 to give your correct TIN to the Company and (1) to certify
the TIN you are giving is correct (or you are waiting for a number to be
issued), (2) to certify you are not subject to backup withholding, or (3) to
claim exemption from backup withholding if you are an exempt payee. Giving your
correct TIN and making the appropriate certifications will prevent payments from
the Company from being subject to backup withholding. If you are subject to
backup withholding, the Company is required to withhold and pay to the IRS 31%
of payments made to you.
HOW TO GET A TIN. If you do not have a TIN, apply for one immediately.
To apply, get Form SS-5, Application for a Social Security Number Card (for
individuals), from your local office of the Social Security Administration, or
Form SS-4, Application for Employer Identification Number (for businesses and
all other entities), from your local IRS office. If you do not have a TIN, write
"Applied For" in the space for the TIN in Part I, sign and date the form, and
give it to the Company. Generally, you will then have 60 days to get a TIN and
give it to the Company. If the Company does not receive your TIN within 60 days,
backup withholding, if applicable, will begin and continue until you furnish
your TIN. As soon as you receive your TIN, complete another Form W-9, include
your TIN, sign and date the form, and give it to the Company. Note: Writing
"Applied For" on the form means that you have already applied for a TIN or that
you intend to apply for one soon.
PENALTIES. You are subject to a penalty of $50 for each failure to
furnish your correct TIN to the Company unless your failure is due to reasonable
cause and not to willful neglect. If, with no reasonable basis, you make a false
statement that results in no backup withholding, you are subject to a $500
penalty. Willfully falsifying certifications or affirmations may subject you to
criminal penalties, including fines and/or imprisonment.
WHAT NAME AND TIN TO GIVE THE COMPANY. If you are an individual, you
must generally enter the name shown on your social security card, and your
correct TIN is your social security number (SSN). However, if you have changed
your last name, for instance, due to marriage, without informing the Social
Security Administration of the name change, please enter your first name, the
last name shown on your social security card, and your new last name. Enter your
SSN in Part I. If you are a sole proprietor, you must enter your individual
name. You may also enter your business name or "doing business as" name on the
business name line. Enter your name as shown on your social security card and
business name as it was used to apply for your Employer Identification Number
("EIN") on Form SS-4. You may enter either your SSN or EIN as your correct TIN
in Part I. Other payees, please refer to the table below.
NAME AND TIN TO ENTER ON FORM W-9.
For this type of Payee: Enter name and SSN of:
1. Individual The individual
2. Two or more individuals The actual owner or, if joint, the
first person on the Note(*)
3. Custodian account of a minor The minor(**)
(Uniform Gift to Minors Act)
4. a. A revocable savings trust The grantor-trustee(*)
(grantor is also trustee)
b. So-called trust account that The actual owner(*)
is not a legal or valid state
law trust
5. Sole proprietorship The owner(***)
For this type of Payee: Enter name and EIN of:
6. Sole proprietorship The owner(***)
7. A valid trust, estate, or pension trust Legal entity(****)
- 12 -
13
8. Corporate The corporation
9. Association, club, religious, The organization
charitable educational, or
other tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
* List first and circle the name of the person whose number you furnish.
** Circle minor's name and furnish the minor's SSN.
*** You must show your individual name, but you may also enter your
business or "doing business as" name. You may use either your SSN or
EIN.
**** List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or
trustee unless the legal entity itself is not designated as a
registered owner.)
Note: If no name is circled when more than one name is listed, the number
will be considered to be that of the first name listed.
FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING. Certain payees are exempt
from backup withholding and information reporting. Individuals (including sole
proprietors) are not exempt. Corporations are exempt from backup withholding for
certain payments, such as interest and dividends. For a complete list of exempt
payees, contact the Information Agent. If you are an exempt payee, you should
still complete the Form W-9 to avoid possible erroneous backup withholding
If you are a nonresident alien or a foreign entity not subject to
backup withholding, you must give the Company a completed Form W-8 - Certificate
of Foreign Status to avoid backup withholding.
INSTRUCTIONS FOR PART III -- CERTIFICATION. If the Notes are in more
than one name or are not in the name of the actual owner, only the person whose
TIN is shown in Part I should sign.
PRIVACY ACT NOTICE. Section 6109 of the Internal Revenue Code requires
you to give your correct TIN to persons who must file information returns with
the IRS to report interest, dividends, and certain other income paid to you,
mortgage interest you paid, the acquisition or abandonment of secured property,
cancellation of debt, or contributions you made to an ▇▇▇. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 31% of taxable interest, dividend, and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties also may apply.
- 13 -