1
--------------------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998,
UNLESS EXTENDED (THE "EXPIRATION DATE").
--------------------------------------------------------------------------------
KNOLOGY HOLDINGS, INC.
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE ITS 11- 7/8% SENIOR DISCOUNT NOTES DUE OCTOBER 15, 2007
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
11- 7/8% SENIOR DISCOUNT NOTES DUE OCTOBER 15, 2007
PURSUANT TO THE PROSPECTUS DATED , 1998
The Exchange Agent for the Exchange Offer is:
UNITED STATES TRUST COMPANY OF NEW YORK
BY FACSIMILE: BY MAIL:
(▇▇▇) ▇▇▇-▇▇▇▇ United States Trust Company of New York
Attention Customer Service P O. Box 843, ▇▇▇▇▇▇ Station
Confirm by Telephone to (▇▇▇) ▇▇▇-▇▇▇▇ New York, New York 10276
Attention Corporate Trust Services
BY HAND BEFORE 4:30 P.M.: BY OVERNIGHT COURIER AND BY HAND AFTER 4:30 P.M.:
United States Trust Company of New York United States Trust Company of New York
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention Lower Level
Corporate Trust Window
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
2
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Senior Discount
Notes (as defined below) either if Senior Discount Notes are to be forwarded
herewith or if tenders of Senior Discount Notes are to be made by book-entry
transfer to an account maintained by United States Trust Company of New York
(the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in "The Exchange Offer -- Procedures for Tendering Senior
Discount Notes" in the Prospectus.
Holders of Senior Discount Notes whose certificates (the "Certificates")
for such Senior Discount Notes are not immediately available or who cannot
deliver their Certificates, this Letter of Transmittal and all other required
documents to the Exchange Agent on or prior to the Expiration Date or who cannot
complete the procedures for book-entry transfer on a timely basis, may tender
their Senior Discount Notes according to the guaranteed delivery procedures set
forth in "The Exchange Offer -- Procedures for Tendering Senior Discount Notes"
in the Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
List below the Senior Discount Notes of which you are a holder. If the
space provided below is inadequate, list the certificate numbers and principal
amount on a separate signed schedule and attach that schedule to this Letter of
Transmittal. See Instruction 3.
ALL TENDERING HOLDERS COMPLETE THIS BOX:
--------------------------------------------------------------------------------
DESCRIPTION OF SENIOR DISCOUNT NOTES TENDERED
------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER
(FILL IN, IF BLANK) SENIOR DISCOUNT NOTES TENDERED
------------------------------------------------------------------------------------------------------------------
CERTIFICATE
NUMBER(S)* PRINCIPAL AMOUNT PRINCIPAL AMOUNT
(ATTACH ADDITIONAL (ATTACH ADDITIONAL TENDERED (IF LESS
LIST IF NECESSARY) LIST IF NECESSARY) THAN ALL)**
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
TOTAL SHARES TENDERED:
------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders. Such holders should check the appropriate box below and provide the
requested information.
** Need not be completed if tendering for exchange all Senior Discount Notes held. Senior Discount Notes may be
tendered in whole or in part in integral multiples of $1,000 principal amount at maturity. All Senior Discount
Notes held shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4.
--------------------------------------------------------------------------------
2
3
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY. SEE INSTRUCTION 1)
[ ] CHECK HERE IF TENDERED SENIOR DISCOUNT NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT
DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
DTC Account Number:
Transaction Code Number:
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED SENIOR DISCOUNT NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
Window Ticket Number (if any):
Date of Notice of Guaranteed Delivery:
Institution Which Guaranteed Delivery:
If Guaranteed Delivery is to be made by book-entry transfer:
Name of Tendering Institution:
DTC Account Number:
Transaction Code Number:
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED SENIOR DISCOUNT NOTES FOR
YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES 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:
Telephone Number and Contact Person:
3
4
LADIES AND GENTLEMEN:
The undersigned hereby tenders to KNOLOGY Holdings, Inc., a Delaware
corporation (the "Company"), the above described principal amount of the
Company's 11 7/8% Senior Discount Notes due October 15, 2007 (the "Senior
Discount Notes") in exchange for a like principal amount of the Company's
11 7/8% Senior Discount Notes due October 15, 2007 (the "Exchange Notes") which
have been registered under the Securities Act of 1933 (the "Securities Act"),
upon the terms and subject to the conditions set forth in the Prospectus dated
, 1998 (as the same may be amended or supplemented from time to
time, the "Prospectus"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with the Prospectus, constitute the
"Exchange Offer").
Subject to and effective upon the acceptance for exchange of the Senior
Discount Notes tendered herewith, the undersigned hereby sells, assigns and
transfers to or upon the order of the Company all right, title and interest in
and to such Senior Discount Notes as are being tendered herewith. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent as
its agent and attorney-in-fact (with full knowledge that the Exchange Agent is
also acting as agent of the Company in connection with the Exchange Offer and as
Trustee under the Indenture for the Senior Discount Notes and the Exchange
Notes) with respect to the tendered Senior Discount Notes, with full power of
substitution (such power of attorney being an irrevocable power coupled with an
interest), subject only to the right of withdrawal described in the Prospectus,
to: (i) deliver such Senior Discount Notes to the Company together with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company upon receipt by the Exchange Agent, as the undersigned's agent, of
the Exchange Notes to be issued in exchange for such Senior Discount Notes; (ii)
present Certificates for such Senior Discount Notes for transfer, and to
transfer such Senior Discount Notes on the account books maintained by DTC; and
(iii) receive for the account of the Company all benefits and otherwise exercise
all rights of beneficial ownership of such Senior Discount Notes, all in
accordance with the terms and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
SENIOR DISCOUNT NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE SENIOR DISCOUNT NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY
ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND
DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO
BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, SALE, ASSIGNMENT AND
TRANSFER OF THE SENIOR DISCOUNT NOTES TENDERED HEREBY. THE UNDERSIGNED HAS READ
AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Senior
Discount Notes tendered hereby should be printed above, if they are not already
set forth above, as they appear on the Certificates representing such Senior
Discount Notes. The Certificate number(s) and the Senior Discount Notes that the
undersigned wishes to tender should be indicated in the appropriate boxes above.
If any tendered Senior Discount Notes are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more Senior
Discount Notes than are tendered or accepted for exchange, Certificates for such
nonexchanged or nontendered Senior Discount Notes will be returned (or, in the
case of Senior Discount Notes tendered by book-entry transfer, such Senior
Discount Notes will be credited to an account maintained at DTC), without
expense to the tendering holder promptly following the expiration or termination
of the Exchange Offer.
The undersigned understands that tenders of Senior Discount Notes pursuant
to any one of the procedures described in "The Exchange Offer -- Procedures for
Tendering Senior Discount Notes" in the Prospectus and in the instructions
herein will, upon the Company's acceptance for exchange of such tendered
4
5
Senior Discount Notes, constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Exchange
Offer. The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, the Company may not be required to accept for exchange any of
the Senior Discount Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Senior Discount Notes, that such Exchange Notes be credited to the
account indicated above maintained at DTC. If applicable, substitute
Certificates representing Senior Discount Notes not exchanged or not accepted
for exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Senior Discount Notes, will be credited to the account indicated
above maintained at DTC. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please deliver Exchange Notes to the undersigned at the
address shown below the undersigned's signature.
BY TENDERING SENIOR DISCOUNT NOTES AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT: (i) THE
UNDERSIGNED IS NOT AN "AFFILIATE" OF THE COMPANY (WITHIN THE MEANING OF RULE 405
UNDER THE SECURITIES ACT), OR IF THE UNDERSIGNED IS AN AFFILIATE, THE
UNDERSIGNED WILL COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT TO THE EXTENT APPLICABLE; (ii) ANY EXCHANGE
NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY
COURSE OF ITS BUSINESS; AND (iii) THE UNDERSIGNED HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE
OFFER. IF THE UNDERSIGNED IS NOT A BROKER-DEALER, BY TENDERING SENIOR DISCOUNT
NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND
AGREES 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, BY
TENDERING SENIOR DISCOUNT NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED REPRESENTS AND AGREES THAT SUCH SENIOR DISCOUNT NOTES WERE ACQUIRED
BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER A PROSPECTUS MEETING
THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF EXCHANGE
NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH
BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE
MEANING OF THE SECURITIES ACT). THE COMPANY HAS AGREED THAT, FOR A PERIOD NOT TO
EXCEED 180 DAYS AFTER THE EXPIRATION DATE, IT WILL FURNISH ADDITIONAL COPIES OF
THE PROSPECTUS, AS AMENDED OR SUPPLEMENTED, TO ANY PARTICIPATING BROKER-DEALER
THAT REASONABLY REQUESTS SUCH DOCUMENTS IN CONNECTION WITH ANY SUCH RESALE.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus and in the Instructions contained in this Letter of
Transmittal, this tender is irrevocable.
5
6
PLEASE SIGN HERE PLEASE SIGN HERE
-------------------------------------------- --------------------------------------------
Authorized Signature Authorized Signature
Name: Name:
-------------------------------------------- --------------------------------------------
Title: Title:
-------------------------------------------- --------------------------------------------
Address: Address:
------------------------------------------- -------------------------------------------
-------------------------------------------- --------------------------------------------
Telephone Number: Telephone Number:
------------------------------- -------------------------------
Dated: Dated:
-------------------------------------------- --------------------------------------------
-------------------------------------------- --------------------------------------------
Taxpayer Identification or Social Security Taxpayer Identification or Social Security
Number Number
(NOTE: Signature(s) must be guaranteed if required by Instructions 2 and 5.
This Letter of Transmittal must be signed by the registered holder(s) exactly as
the name(s) appear(s) on Certificate(s) for the Senior Discount Notes hereby
tendered or on a security position listing, or by any person(s) authorized to
become the registered holder(s) by endorsements and documents transmitted
herewith, including such opinions of counsel, certifications and other
information as may be required by the Company or the Trustee for the Senior
Discount Notes to comply with the restrictions on transfer applicable to the
Senior Discount Notes. If signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting in
a fiduciary capacity or representative capacity, please set forth the signer's
full title. See Instructions 2 and 5. Please complete substitute Form W-9
below.)
6
7
--------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 2 AND 5)
Signature(s) Guaranteed by an
Eligible Institution: Date:
AUTHORIZED SIGNATURE
Name of Eligible Institution
Guaranteeing Signature: Address:
Capacity (full title):
Telephone Number:
------------------------------------------------------------------------------------------------
------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 2, 5 AND 6)
To be completed ONLY if the Exchange Notes or any Senior Discount Notes that
are not tendered are to be issued in the name of someone other than the
registered holder(s) of the Senior Discount Notes whose name(s) appear(s)
above.
Issue:
[ ] Senior Discount Notes not tendered, to:
[ ] Exchange Notes, to:
Name(s)
Address
-----------------------------------------------------
Telephone Number:
-----------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
======================================================
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 5 AND 6)
To be completed ONLY if the Exchange Notes or any Senior Discount Notes that
are not tendered are to be sent to someone other than the registered holder(s)
of the Senior Discount Notes whose name(s) appear(s) above, or to such
registered holder at an address other than that shown above.
Mail:
[ ] Senior Discount Notes not tendered, to:
[ ] Exchange Notes, to:
Name(s)
Address
-----------------------------------------------------
Telephone Number:
-----------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
-
------------------------------------------------------ -
7
8
INSTRUCTIONS
(FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER)
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer -- Procedures for Tendering Senior Discount Notes" in the Prospectus.
Certificates, or timely confirmation of a book-entry transfer of such Senior
Discount Notes into the Exchange Agent's account at DTC, as well as this Letter
of Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its address set
forth herein on or prior to the Expiration Date. The term "book-entry
confirmation" means a timely confirmation of book-entry transfer of Senior
Discount Notes into the Exchange Agent's account at DTC. Senior Discount Notes
may be tendered in whole or in part in integral multiples of $1,000 principal
amount at maturity.
Holders who wish to tender their Senior Discount Notes and: (i) whose
Certificates for such Senior Discount Notes are not immediately available; (ii)
who cannot deliver their Certificates, this Letter of Transmittal and all other
required documents to the Exchange Agent prior to the Expiration Date; or (iii)
who cannot complete the procedures for delivery by book-entry transfer on a
timely basis, may tender their Senior Discount Notes by properly completing and
duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth in "The Exchange Offer -- Procedures for Tendering
Senior Discount Notes" in the Prospectus. Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form accompanying this Letter of Transmittal, must be
received by the Exchange Agent prior to the Expiration Date; and (iii) the
Certificates (or a book-entry confirmation) representing all tendered Senior
Discount Notes, in proper form for transfer, together with a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees and any other documents required by this
Letter of Transmittal, 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 Exchange Offer -- Procedures for
Tendering Senior Discount Notes" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.
For Senior Discount Notes to be properly tendered pursuant to the guaranteed
delivery procedure, the Exchange Agent must receive a Notice of Guaranteed
Delivery prior to the Expiration Date. As used herein and in the Prospectus,
"Eligible Institution" means a firm or other entity identified in Rule 17Ad-15
under the Exchange Act as "an eligible guarantor institution," including (as
such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker or dealer or government securities broker or dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.
THE METHOD OF DELIVERY OF SENIOR DISCOUNT NOTES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER. AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE
AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE OBTAINED. NO
LETTER OF TRANSMITTAL OR SENIOR DISCOUNT NOTES SHOULD BE SENT TO THE COMPANY.
HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.
8
9
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if: (i) this Letter of Transmittal is signed by the
registered holder (which shall include any participant in DTC whose name appears
on a security position listing as the owner of the Senior Discount Notes) of
Senior Discount Notes tendered herewith, unless such holder has completed either
the box entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" above; or (ii) such Senior Discount Notes are tendered
for the account of a firm that is an Eligible Institution. In all other cases,
an Eligible Institution must guarantee the signature(s) on this Letter of
Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Senior Discount Notes Tendered" is inadequate, the Certificate
number(s) and/or the principal amount of Senior Discount Notes and any other
required information should be listed on a separate signed schedule and attached
to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Senior Discount Notes
will be accepted only in integral multiples of $1,000 principal amount at
maturity. If less than all the Senior Discount Notes evidenced by any
Certificate submitted are to be tendered, fill in the principal amount of Senior
Discount Notes which are to be tendered in the box entitled "Principal Amount
Tendered (if less than all)." In such case, new Certificate(s) for the remainder
of the Senior Discount Notes that were evidenced by the old Certificate(s) will
be sent to the tendering holder, unless the appropriate boxes on this Letter of
Transmittal are completed, promptly after the Expiration Date. All Senior
Discount Notes represented by Certificates delivered to the Exchange Agent will
be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Senior Discount Notes may
be withdrawn at any time prior to the Expiration Date. In order for a withdrawal
to be effective, a written, telegraphic or facsimile transmission of such notice
of withdrawal must be timely received by the Exchange Agent at its address set
forth above prior to the Expiration Date. Any such notice of withdrawal must
specify the name of the person who tendered the Senior Discount Notes to be
withdrawn, the aggregate principal amount of Senior Discount Notes to be
withdrawn, and (if Certificates for such Senior Discount Notes have been
tendered) the name of the registered holder of the Senior Discount Notes as set
forth on the Certificate(s), if different from that of the person who tendered
such Senior Discount Notes. If Certificates for Senior Discount Notes have been
delivered or otherwise identified to the Exchange Agent, the notice of
withdrawal must specify the serial numbers on the particular Certificates for
the Senior Discount Notes to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution, except in the case of
Senior Discount Notes tendered for the account of an Eligible Institution. If
Senior Discount Notes have been tendered pursuant to the procedures for
book-entry transfer set forth in "The Exchange Offer -- Procedures for Tendering
Senior Discount Notes," the notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawal of Senior
Discount Notes and must otherwise comply with the procedures of DTC. Withdrawals
of tenders of Senior Discount Notes may not be rescinded. Senior Discount Notes
properly withdrawn will not be deemed validly tendered for purposes of the
Exchange Offer, but may be retendered at any subsequent time prior to the
Expiration Date by following any of the procedures described in the Prospectus
under "The Exchange Offer -- Procedures for Tendering Senior Discount Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, which determination shall be final and binding on all parties.
Neither the Company, any affiliates of the Company, the Exchange Agent or any
other person shall be under any duty to give any notification of any detects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. Any Senior Discount Notes which have been tendered
but which are withdrawn will be returned to the holder thereof promptly after
withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Senior
Discount Notes tendered hereby, the signature(s) must
9
10
correspond exactly with the name(s) as written on the face of the Certificate(s)
or on a security position listing, without alteration. enlargement or any change
whatsoever.
If any of the Senior Discount Notes tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Senior Discount Notes are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are names in
which Certificates are registered.
If this Letter of Transmittal or any Certificates 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 must submit proper evidence
satisfactory to the Company, in its sole discretion, of such persons' authority
to so act.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Senior Discount Notes listed and transmitted hereby,
the Certificate(s) must be endorsed or accompanied by appropriate bond power(s),
signed exactly as the name(s) of the registered owner appear(s) on the
Certificate(s), and also must be accompanied by such opinions of counsel,
certifications and other information as the Company or the Trustee for the
Senior Discount Notes may require in accordance with the restrictions on
transfer applicable to the Senior Discount Notes. Signature(s) on such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes or
Certificates for Senior Discount Notes not exchanged are to be issued in the
name of a person other than the signer of this Letter of Transmittal, or are to
be sent to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. In the case of issuance in a different name,
the taxpayer identification number of the person named must also be indicated.
Holders tendering Senior Discount Notes by book-entry transfer may request that
Senior Discount Notes not exchanged be credited to such account maintained at
DTC as such holder may designate. If no such instructions are given, Senior
Discount Notes not exchanged will be returned by mail or, if tendered by
book-entry transfer, by crediting the account indicated above maintained at DTC.
7. IRREGULARITIES. The Company will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Senior Discount Notes,
which determination shall be final and binding on all parties. The Company
reserves the absolute right, in its sole and absolute discretion, to reject any
and all tenders determined by it not to be in proper form or the acceptance for
exchange of which may, in the view of counsel to the Company, be unlawful. The
Company also reserves the absolute right, subject to applicable law, to waive
any of the conditions of the Exchange Offer set forth in the Prospectus under
"The Exchange Offer -- Conditions to the Exchange Offer" or any defect or
irregularity in any tender of Senior Discount Notes of any particular holder
whether or not similar defects or irregularities are waived in the case of other
holders. The Company's interpretation of the terms and conditions of the
Exchange Offer (including this Letter of Transmittal and the instructions
hereto) will be final and binding. No tender of Senior Discount Notes will be
deemed to have been validly made until all defects or irregularities with
respect to such tender have been cured or waived. Neither the Company, any
affiliates of the Company, the Exchange Agent, or any other person shall be
under any duty to give any notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth above. Additional copies of the Prospectus, the
Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from
the Exchange Agent or from your broker, dealer, commercial bank, trust company
or other nominee.
9. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income tax
law, a holder whose tendered Senior Discount Notes are accepted for exchange is
required to provide the Exchange Agent with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the
10
11
Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the holder or other payee to a $50 penalty. In
addition, payments to such holders or other payees with respect to Senior
Discount Notes exchanged pursuant to the Exchange Offer may be subject to 31%
backup withholding.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 3 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Senior Discount Notes or of the last transferee appearing on the transfers
attached to, or endorsed on, the Senior Discount Notes. If the Senior Discount
Notes are registered in more than one name or are not in the name of the actual
owner, consult the Instructions to Form W-9 (Request for Identification Number
and Certification) for additional guidance on which number to report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the Instructions to Form W-9 (Request for Identification Number
and Certification) for additional guidance on which holders are exempt from
backup withholding.
Backup withholding is not an additional U.S. federal income tax. Rather,
the U.S. 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.
10. MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate
representing Senior Discount Notes has been mutilated, lost, destroyed or
stolen, the holder should promptly notify the Exchange Agent. The holder will
then be instructed as to the steps that must be taken in order to replace the
Certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, destroyed or
stolen Certificates have been followed.
11. SECURITY TRANSFER TAXES. Holders who tender their Senior Discount Notes
for exchange will not be obligated to pay any transfer taxes in connection
therewith, except that if Exchange Notes are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the Senior
Discount Notes tendered, or if a transfer tax is imposed for any reason other
than the exchange of Senior Discount Notes in connection with the Exchange
Offer, then the amount of any such transfer tax (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such transfer tax or exemption therefrom
is not submitted with the Letter of Transmittal, the amount of such transfer tax
will be billed directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER
WITH CERTIFICATES REPRESENTING TENDERED SENIOR DISCOUNT NOTES OR A BOOK ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO THE EXPIRATION DATE.
11
12
TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS:
(SEE INSTRUCTION 9)
▇▇▇▇▇'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK
--------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR TIN ON THE LINE AT RIGHT SOCIAL SECURITY NUMBER OR
SUBSTITUTE AND CERTIFY BY SIGNING AND DATING BELOW. EMPLOYER IDENTIFICATION NUMBER
------------------------------
---------------------------------------------------------------------------------------------
PART 2 -- 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);
(2) I am not subject to backup withholding either because: (a) I am exempt from backup
FORM W-9 withholding; (b) I have not been notified by the Internal Revenue Service ("IRS") that
DEPARTMENT OF THE TREASURY I am subject to backup withholding as a result of a failure to report all interest or
INTERNAL REVENUE SERVICE dividends; or (c) the IRS has notified me that I am no longer subject to backup
withholding; and
▇▇▇▇▇'S REQUEST FOR (3) Any other information provided on this form is true and correct.
TAXPAYER'S IDENTIFICATION
NUMBER (TIN) 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 underreporting interest or
dividends on your tax return and you have not been notified by the IRS that you are no
longer subject to backup withholding.
---------------------------------------------------------------------------------------------
SIGNATURE PART 3 --
Awaiting TIN [ ]
DATE
---------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE OFFER. 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
CHECKED THE BOX IN PART 3 OF THE 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 (1) I have mailed or delivered an application to receive a
taxpayer identification number to the appropriate Internal Revenue Service Center or Social
Security Administration Office or (2) 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 payment, 31% of all payments made to me on account of the Exchange Notes shall be
retained until I provide a taxpayer identification number to the Exchange Agent and that,
if I do not provide my taxpayer identification number within 60 days, such retained amounts
shall be remitted to the Internal Revenue Service as backup withholding and 31% of all
reportable payments made to me thereafter will be withheld and remitted to the Internal
Revenue Service until I provide a taxpayer identification number.
SIGNATURE: DATE:
--------------------------------------------------------------------------------
12
