Exhibit 99.1
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON _______________, 2003 UNLESS EXTENDED (THE "EXPIRATION DATE").
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LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
8 7/8% SENIOR NOTES DUE 2010
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
8 7/8% SENIOR NOTES DUE 2010
AND
10 7/8% SENIOR SUBORDINATED NOTES DUE 2012
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
10 7/8% SENIOR SUBORDINATED NOTES DUE 2012
OF
X.X. XXXXXXXXX INC.
DELIVER TO:
THE BANK OF NEW YORK, EXCHANGE AGENT
By Registered or Certified Mail: By Hand or Overnight Delivery: Facsimile Transmission Number:
The Bank of New York The Bank of New York (For Eligible Institutions Only)
000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx (212) 298-1915
0 Xxxx 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Reorganization Unit Reorganization Unit
Attention: Xx. Xxxxxxx Xxxxxxx Attention:Xx. Xxxxxxx Xxxxxxx Confirm Receipt of Facsimile
by Telephone:
(000) 000-0000
Your delivery of this letter of transmittal will not be valid unless
you deliver it to one of the addresses, or transmit it to the facsimile number,
set forth above. Please carefully read this entire document, including the
instructions, before completing this letter of transmittal. DO NOT DELIVER THIS
LETTER OF TRANSMITTAL TO DONNELLEY.
By completing this letter of transmittal, you acknowledge that you have
received and reviewed our prospectus dated May ___, 2003 and this letter of
transmittal, which together constitute the "Exchange Offer." This letter of
transmittal and the prospectus have been delivered to you in connection with
Donnelley's offer to exchange $1,000, or integrals thereof, in principal amount
at maturity of its 8 7/8% Senior Notes due 2010, which have been registered
under the Securities Act of 1933 (the "Senior Exchange Notes") for $1,000, or
integrals thereof, in principal amount at maturity of its outstanding 8 7/8%
Senior Notes due 2010 (the "Senior Outstanding Notes") and $1,000, or integrals
thereof, in principal amount at maturity of its 10 7/8% Senior Subordinated
Notes due 2012, which have been registered under the Securities Act of 1933 (the
"Senior Subordinated Exchange Notes" and together with the Senior Exchange
Notes, the "Exchange Notes") for $1,000, or integrals thereof, in principal
amount at maturity of its outstanding 10 7/8% Senior Subordinated Notes due 2012
(the "Senior Subordinated Outstanding Notes" and together with the Senior
Outstanding Notes, the "Outstanding Notes"). Currently, $325,000,000 in
principal amount of the Senior Outstanding Notes and $600,000,000 in principal
amount of the Senior Subordinated Outstanding Notes are issued and outstanding.
Donnelley reserves the right, at any time or from time to time, to
extend this exchange offer at its discretion, in which event the Expiration Date
will mean the latest date to which the offer exchange is extended.
This letter of transmittal is to be completed by the Holder (this term
is defined below) of Outstanding Notes if:
(1) the Holder is delivering certificates for Outstanding
Notes with this document, or
(2) the tender of certificates for Outstanding Notes will be
made by book-entry transfer to the account maintained by The Bank of
New York, the exchange agent, for the Outstanding Notes and the
Exchange Notes, at The Depository Trust Company ("DTC") according to
the procedures described in the prospectus under the heading "The
Exchange Offer -- Procedures for Tendering." Please note that delivery
of documents required by this letter of transmittal to DTC does not
constitute delivery to the exchange agent.
A Holder may also tender its Outstanding Notes by means of DTC's
Automated Tenders Over the Participant Terminal System ("ATOP"), subject to the
terms and procedures of that system. If delivery is made through ATOP, the
Holder must transmit an agent's message to the exchange account at DTC. The term
"agent's message" means a message, transmitted to DTC and received by the
exchange agent and forming a part of a book-entry transfer, that states that DTC
has received an express acknowledgement that the Holder agrees to be bound by
the letter of transmittal and that Donnelley may enforce the letter of
transmittal against the Holder.
You must tender your Outstanding Notes according to the guaranteed
delivery procedures described in this document if:
(1) your Outstanding Notes are not immediately available;
(2) you cannot deliver your Outstanding Notes, this letter of
transmittal and all required documents to the exchange agent on or
before the Expiration Date; or
(3) you are unable to obtain confirmation of a book-entry
tender of your Outstanding Notes into the exchange agent's account at
DTC on or before the Expiration Date.
More complete information about guaranteed delivery procedures is
contained in the prospectus under the heading "The Exchange Offer -- Guaranteed
Delivery Procedures." You should also read Instruction 1 to determine whether or
not this section applies to you.
As used in this letter of transmittal, the term "Holder" means (1) any
person in whose name Outstanding Notes are registered on the books of Donnelley,
(2) any other person who has obtained a properly executed bond power from a
registered Holder or (3) any person whose Outstanding Notes are held of record
by DTC who desires to deliver such notes by book-entry transfer at DTC. If you
decide to tender your Outstanding Notes, you must complete this entire letter of
transmittal.
You must follow the instructions in this letter of transmittal --
please read this entire document carefully. If you have questions or need help,
or if you would like additional copies of the prospectus and this letter of
transmittal, you should contact the exchange agent at (000) 000-0000 or at its
address set forth above.
2
Please describe your Outstanding Notes below.
DESCRIPTION OF SENIOR OUTSTANDING NOTES
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AGGREGATE
PRINCIPAL
AMOUNT OF SENIOR PRINCIPAL
NAME(S) AND OUTSTANDING AMOUNT OF SENIOR
ADDRESS(ES) OF NOTES OUTSTANDING
REGISTERED HOLDERS(S) CERTIFICATE REPRESENTED BY NOTES
(PLEASE COMPLETE, IF BLANK) NUMBER(S) CERTIFICATE(S) TENDERED*
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TOTAL
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DESCRIPTION OF SENIOR SUBORDINATED OUTSTANDING NOTES
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AGGREGATE
PRINCIPAL
AMOUNT OF PRINCIPAL
SENIOR AMOUNT OF
SUBORDINATED SENIOR
NAME(S) AND OUTSTANDING SUBORDINATED
ADDRESS(ES) OF NOTES OUTSTANDING
REGISTERED HOLDERS(S) CERTIFICATE REPRESENTED BY NOTES
(PLEASE COMPLETE, IF BLANK) NUMBER(S) CERTIFICATE(S) TENDERED*
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TOTAL
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* You will be deemed to have tendered the entire principal amount of
Outstanding Notes represented in the column labeled "Aggregate Principal
Amount of Outstanding Notes Represented by Certificate(s)" unless you
indicate otherwise in the column labeled "Principal Amount of Outstanding
Notes Tendered."
3
If you need more space, list the certificate numbers and principal
amount of Outstanding Notes on a separate schedule, sign the schedule and attach
it to this letter of transmittal.
|_| CHECK HERE IF YOU HAVE ENCLOSED OUTSTANDING NOTES WITH THIS LETTER OF
TRANSMITTAL.
|_| CHECK HERE IF YOU WILL BE TENDERING OUTSTANDING NOTES BY BOOK-ENTRY
TRANSFER MADE TO THE EXCHANGE AGENT'S ACCOUNT AT DTC.
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION (THIS
TERM IS DEFINED BELOW):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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|_| CHECK HERE IF YOU ARE DELIVERING TENDERED OUTSTANDING NOTES THROUGH A
NOTICE OF GUARANTEED DELIVERY AND HAVE ENCLOSED THAT NOTICE WITH THIS
LETTER OF TRANSMITTAL.
COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION:
FOR SENIOR NOTES:
Name(s) of Registered Holder(s) of Senior Outstanding Notes:
-------------------
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if available):
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Name of Institution that Guaranteed Delivery:
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Account Number (if delivered by book-entry transfer):
--------------------------
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FOR SENIOR SUBORDINATED NOTES:
Name(s) of Registered Holder(s) of Senior Subordinated Outstanding Notes:
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Date of Execution of Notice of Guaranteed Delivery:
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4
Window Ticket Number (if available):
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Name of Institution that Guaranteed Delivery:
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Account Number (if delivered by book-entry transfer):
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|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name of Broker-Dealer:
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Address to which copies of the Prospectus are to be delivered:
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5
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6) (SEE INSTRUCTIONS 4, 5 AND 6)
Complete this section ONLY if: (1) certificates Complete this section ONLY if certificates for
for untendered SENIOR OUTSTANDING NOTES are to be untendered SENIOR OUTSTANDING NOTES, or Senior
issued in the name of someone other than you; (2) Exchange Notes issued in exchange for tendered and
certificates for Senior Exchange Notes issued in accepted Senior Outstanding Notes, are to be sent to
exchange for tendered and accepted Senior Outstanding someone other than you, or to you at an address
Notes are to be issued in the name of someone other other than the address shown above.
than you; or (3) Senior Outstanding Notes tendered by
book-entry transfer that are not exchanged are to be
returned by credit to an account maintained at DTC.
Issue Certificate(s) to: Mail and deliver Certificate(s) to:
Name Name
---------------------------------------------------- ------------------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address Address
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(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6) (SEE INSTRUCTIONS 4, 5 AND 6)
Complete this section ONLY if: (1) certificates Complete this section ONLY if certificates for
for untendered SENIOR SUBORDINATED OUTSTANDING NOTES untendered SENIOR SUBORDINATED OUTSTANDING NOTES, or
are to be issued in the name of someone other than you; Senior Subordinated Exchange Notes issued in
(2) certificates for Senior Subordinated Exchange Notes exchange for tendered and accepted Senior
issued in exchange for tendered and accepted Senior Subordinated Outstanding Notes, are to be sent to
Subordinated Outstanding Notes are to be issued in the someone other than you, or to you at an address
name of someone other than you; or (3) Senior other than the address shown above.
Subordinated Outstanding Notes tendered by book-entry
transfer that are not exchanged are to be returned by
credit to an account maintained at DTC.
Issue Certificate(s) to: Mail and deliver Certificate(s) to:
Name Name
---------------------------------------------------- ------------------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address Address
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(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9)
6
Ladies and Gentlemen:
According to the terms and conditions of the Exchange Offer, I hereby
tender to X.X. Xxxxxxxxx Inc. the principal amount of Outstanding Notes
indicated above. At the time these notes are accepted by Donnelley, and
exchanged for the same principal amount of Exchange Notes, I will sell, assign,
and transfer to Donnelley all right, title and interest in and to the
Outstanding Notes I have tendered. I am aware that the exchange agent also acts
as the agent of Donnelley. By executing this document, I irrevocably appoint the
exchange agent as my agent and attorney-in-fact for the tendered Outstanding
Notes with full power of substitution to:
1. deliver certificates for the Outstanding Notes, or transfer
ownership of the Outstanding Notes on the account books maintained by
DTC, to Donnelley and deliver all accompanying evidences of transfer
and authenticity to Donnelley; and
2. present the Outstanding Notes for transfer on the books of
Donnelley, receive all benefits and exercise all rights of beneficial
ownership of these Outstanding Notes, according to the terms of the
Exchange Offer. The power of attorney granted in this paragraph is
irrevocable and coupled with an interest.
I represent and warrant that I have full power and authority to tender,
sell, assign and transfer the Outstanding Notes that I am tendering. I represent
and warrant that Donnelley will acquire good and unencumbered title to the
Outstanding Notes, free and clear of all liens, restrictions, charges and
encumbrances and that the Outstanding Notes will not be subject to any adverse
claim at the time Donnelley acquires them. I further represent that:
1. any Exchange Notes I will acquire in exchange for the
Outstanding Notes I have tendered will be acquired in the ordinary
course of business;
2. I have not engaged in, do not intend to engage in, and have
no arrangement with any person to engage in, a distribution of any
Exchange Notes issued to me; and
3. I am not an "affiliate" (as defined in Rule 405 under the
Securities Act) of X.X. Xxxxxxxxx Inc.
I understand that the Exchange Offer is being made in reliance on
interpretations contained in letters issued to third parties by the staff of the
Securities and Exchange Commission ("Commission"). These letters provide that
the Exchange Notes issued in exchange for the Outstanding Notes in the Exchange
Offer may be offered for resale, resold, and otherwise transferred by a Holder
of Exchange Notes, unless that person is an "affiliate" of Donnelley within the
meaning of Rule 405 under the Securities Act, without compliance with the
registration and prospectus delivery provisions of the Securities Act. The
Exchange Notes must be acquired in the ordinary course of the Holder's business
and the Holder must not be engaging in, must not intend to engage in, and must
not have any arrangement or understanding with any person to participate in, a
distribution of the Exchange Notes.
If I am a broker-dealer that will receive Exchange Notes for my own
account in exchange for Outstanding Notes that were acquired as a result of
market-making activities or other trading activities (a "Participating
Broker-Dealer"), I acknowledge that I will deliver a prospectus in connection
with any resale of the Exchange Notes. However, by this acknowledgment and by
delivering a prospectus, I will not be deemed to admit that I am an
"underwriter" within the meaning of the Securities Act.
Upon request, I will execute and deliver any additional documents
deemed by the exchange agent or Donnelley to be necessary or desirable to
complete the assignment, transfer and purchase of the Outstanding Notes I have
tendered.
I understand that Donnelley will be deemed to have accepted validly
tendered Outstanding Notes when Donnelley gives oral or written notice of
acceptance to the exchange agent.
7
If, for any reason, any tendered Outstanding Notes are not accepted for
exchange in the Exchange Offer, certificates for those unaccepted Outstanding
Notes will be returned to me without charge at the address shown below or at a
different address if one is listed under "Special Delivery Instructions." Any
unaccepted Outstanding Notes which had been tendered by book-entry transfer will
be credited to an account at DTC, as soon as reasonably possible after the
Expiration Date.
All authority granted or agreed to be granted by this letter of
transmittal will survive my death, incapacity or, if I am a corporation or
institution, my dissolution and every obligation under this letter of
transmittal is binding upon my heirs, personal representatives, successors and
assigns.
I understand that tenders of Outstanding Notes according to the
procedures described in the prospectus under the heading "The Exchange Offer --
Procedures for Tendering" and in the instructions included in this document
constitute a binding agreement between myself and Donnelley subject to the terms
and conditions of the Exchange Offer.
Unless I have described other instructions in this letter of
transmittal under the section "Special Issuance Instructions," please issue the
certificates representing Exchange Notes issued and accepted in exchange for my
tendered and accepted Outstanding Notes in my name, and issue any replacement
certificates for Outstanding Notes not tendered or not exchanged in my name.
Similarly, unless I have instructed otherwise under the section "Special
Delivery Instructions," please send the certificates representing the Exchange
Notes issued in exchange for tendered and accepted Outstanding Notes and any
certificates for Outstanding Notes that were not tendered or not exchanged, as
well as any accompanying documents, to me at the address shown below my
signature. If the "Special Issuance Instructions" and the "Special Delivery
Instructions" are completed, please issue the certificates representing the
Exchange Notes issued in exchange for my tendered and accepted Outstanding Notes
in the name(s) of, and/or return any Outstanding Notes that were not tendered or
exchanged and send such certificates to, the person(s) so indicated. I
understand that if Donnelley does not accept any of the tendered Outstanding
Notes for exchange, Donnelley has no obligation to transfer any Outstanding
Notes from the name of the registered Holder(s) according to my instructions in
the "Special Issuance Instructions" and "Special Delivery Instructions" sections
of this document.
8
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
------------------------------------- -------------------------------------
(Date)
------------------------------------- -------------------------------------
Signature(s) of Registered Holder(s) (Date)
or Authorized Signatory
Area Code and Telephone Number(s):
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Tax Identification or Social Security Number(s):
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The above lines must be signed by the registered Holder(s) of
Outstanding Notes as their name(s) appear(s) on the certificate for the
Outstanding Notes or by person(s) authorized to become registered Holders(s) by
a properly completed bond power from the registered Holder(s). A copy of the
completed bond power must be delivered with this letter of transmittal. If any
Outstanding Notes tendered through this letter of transmittal are held of record
by two or more joint Holders, then all such Holders must sign this letter of
transmittal. If the signature is by 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 (1) state his or her full
title below and (2) unless waived by Donnelley, submit evidence satisfactory to
Donnelley of such person's authority to act on behalf of the Holder. See
Instruction 4 for more information about completing this letter of transmittal.
Name(s):
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Capacity:
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Address:
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(INCLUDE ZIP CODE)
Signature(s) Guaranteed by an Eligible Institution,
if required by Instruction 4:
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(TITLE)
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(NAME OF FIRM)
Dated ______________________________, 2003
9
Please complete the Substitute Form W-9 below.
PAYOR'S NAME: THE BANK OF NEW YORK
SUBSTITUTE PART 1 - PLEASE
FORM W-9 PROVIDE YOUR TIN IN THE
Department of Treasury BOX AT RIGHT --------------------------------------
Internal Revenue Service AND CERTIFY BY SIGNING Social Security Number
AND DATING BELOW:
OR
------------------------------------
Payer's Request for Taxpayer Employer Identification Number
Identification Number ("TIN")
Certification --------------------------------------------------------------------
PART 2 - Certification - Under Penalties of Perjury, I certify that:
(1) The number shown on this form is my correct TIN (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, (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.
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PART 3 - Awaiting TIN |_|
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CERTIFICATION INSTRUCTIONS - You must cross out item (2) in the box 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 _______________, 2003
NOTE: IF YOU DO NOT COMPLETE AND RETURN THIS FORM YOU MAY BE SUBJECT TO
BACKUP WITHHOLDING OF 30% OF PAYMENTS MADE TO YOU UNDER THIS EXCHANGE
OFFER. FOR MORE INFORMATION, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Center or Social Security Administration Office or (b) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a taxpayer identification number within sixty (60) days, 30% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
------------------------------------------- ------------------------------
Signature Date
10
INSTRUCTIONS
PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES. The
tendered Outstanding Notes or a confirmation of book-entry delivery, as well as
a properly completed and executed copy or facsimile of this letter of
transmittal or an agent's message through ATOP and any other required documents
must be received by the exchange agent at its address listed on the cover of
this document before 5:00 p.m., New York City time, on the Expiration Date. YOU
ARE RESPONSIBLE FOR THE DELIVERY OF THE OUTSTANDING NOTES, THIS LETTER OF
TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. EXCEPT UNDER THE
LIMITED CIRCUMSTANCES DESCRIBED BELOW, THE DELIVERY OF THESE DOCUMENTS WILL BE
CONSIDERED TO HAVE BEEN MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. WHILE THE METHOD OF DELIVERY IS AT YOUR RISK AND CHOICE,
DONNELLEY RECOMMENDS THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE RATHER
THAN REGULAR MAIL. YOU SHOULD SEND YOUR DOCUMENTS WELL BEFORE THE EXPIRATION
DATE TO ENSURE RECEIPT BY THE EXCHANGE AGENT. YOU MAY REQUEST THAT YOUR BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE DELIVER YOUR OUTSTANDING
NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE
AGENT. DO NOT SEND YOUR OUTSTANDING NOTES TO DONNELLEY.
If you wish to tender your Outstanding Notes, but:
(a) your Outstanding Notes are not immediately available;
(b) you cannot deliver your Outstanding Notes, this letter of
transmittal and all required documents to the exchange agent before the
Expiration Date; or
(c) you are unable to complete the book-entry tender procedure
before the Expiration Date,
you must tender your Outstanding Notes according to the guaranteed delivery
procedure. A summary of this procedure follows, but you should read the section
in the prospectus titled "The Exchange Offer -- Guaranteed Delivery Procedures"
for more complete information. As used in this letter of transmittal, an
"Eligible Institution" is any participant in a Recognized Signature Guarantee
Medallion Program within the meaning of Rule 17Ad-15 of the Exchange Act.
For a tender made through the guaranteed delivery procedure to be
valid, the exchange agent must receive a properly completed and executed Notice
of Guaranteed Delivery or a facsimile of that notice before 5:00 p.m., New York
City time, on the Expiration Date. The Notice of Guaranteed Delivery must be
delivered by an Eligible Institution and must:
(a) state your name and address;
(b) list the certificate numbers and principal amounts of the
Outstanding Notes being tendered;
(c) state that tender of your Outstanding Notes is being made
through the Notice of Guaranteed Delivery; and
(d) guarantee that this letter of transmittal, or a facsimile
of it, the certificates representing the Outstanding Notes, or a
confirmation of DTC book-entry transfer, and all other required
documents will be deposited with the exchange agent by the Eligible
Institution within three New York Stock Exchange trading days after the
Expiration Date.
11
The exchange agent must receive your Outstanding Notes certificates, or
a confirmation of DTC book entry, in proper form for transfer, this letter of
transmittal and all required documents within three New York Stock Exchange
trading days after the Expiration Date or your tender will be invalid and may
not be accepted for exchange.
Donnelley has the sole right to decide any questions about the
validity, form, eligibility, time of receipt, acceptance or withdrawal of
tendered Outstanding Notes, and its decision will be final and binding.
Donnelley's interpretation of the terms and conditions of the Exchange Offer,
including the instructions contained in this letter of transmittal and in the
prospectus under the heading "The Exchange Offer -- Conditions," will be final
and binding on all parties.
Donnelley has the absolute right to reject any or all of the tendered
Outstanding Notes if:
(1) the Outstanding Notes are not properly tendered; or
(2) in the opinion of counsel, the acceptance of those
Outstanding Notes would be unlawful.
Donnelley may also decide to waive any conditions, defects or
invalidity of tender of Outstanding Notes and accept such Outstanding Notes for
exchange. Any defect or invalidity in the tender of Outstanding Notes that is
not waived by Donnelley must be cured within the period of time set by
Donnelley.
It is your responsibility to identify and cure any defect or invalidity
in the tender of your Outstanding Notes. Your tender of Outstanding Notes will
not be considered to have been made until any defect is cured or waived. Neither
Donnelley, the exchange agent nor any other person is required to notify you
that your tender was invalid or defective, and no one will be liable for any
failure to notify you of such a defect or invalidity in your tender of
Outstanding Notes. As soon as reasonably possible after the Expiration Date, the
exchange agent will return to the Holder tendering any Outstanding Notes that
were invalidly tendered if the defect of invalidity has not been cured or
waived.
2. TENDER BY HOLDER. You must be a Holder of Outstanding Notes in order
to participate in the Exchange Offer. If you are a beneficial holder of
Outstanding Notes who wishes to tender, but you are not the registered Holder,
you must arrange with the registered Holder to execute and deliver this letter
of transmittal on his, her or its behalf. Before completing and executing this
letter of transmittal and delivering the registered Holder's Outstanding Notes,
you must either make appropriate arrangements to register ownership of the
Outstanding Notes in your name, or obtain a properly executed bond power from
the registered Holder. The transfer of registered ownership of Outstanding Notes
may take a long period of time.
3. PARTIAL TENDERS. If you are tendering less than the entire principal
amount of Outstanding Notes represented by a certificate, you should fill in the
principal amount you are tendering in the third column of the box entitled
"Description of Outstanding Notes." The entire principal amount of Outstanding
Notes listed on the certificate delivered to the exchange agent will be deemed
to have been tendered unless you fill in the appropriate box. If the entire
principal amount of all Outstanding Notes is not tendered, a certificate will be
issued for the principal amount of those untendered Outstanding Notes not
tendered.
Unless a different address is provided in the appropriate box on this
letter of transmittal, certificate(s) representing Exchange Notes issued in
exchange for any tendered and accepted Outstanding Notes will be sent to the
registered Holder at his or her registered address, promptly after the
Outstanding Notes are accepted for exchange. In the case of Outstanding Notes
tendered by book-entry transfer, any untendered Outstanding Notes and any
Exchange Notes issued in exchange for tendered and accepted Outstanding Notes
will be credited to accounts at DTC.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
12
- If you are the registered Holder of the Outstanding Notes tendered with
this document, and are signing this letter of transmittal, your
signature must match exactly with the name(s) written on the face of
the Outstanding Notes. There can be no alteration, enlargement or
change in your signature in any manner. If certificates representing
the Exchange Notes, or certificates issued to replace any Outstanding
Notes you have not tendered are to be issued to you as the registered
Holder, do not endorse any tendered Outstanding Notes, and do not
provide a separate bond power.
- If you are not the registered Holder, or if Exchange Note or any
replacement Outstanding Note certificates will be issued to someone
other than you, you must either properly endorse the Outstanding Notes
you have tendered or deliver with this letter of transmittal a properly
completed separate bond power. Please note that the signatures on any
endorsement or bond power must be guaranteed by an Eligible
Institution.
- If you are signing this letter of transmittal but are not the
registered Holder(s) of any Outstanding Notes listed on this document
under the "Description of Outstanding Notes," the Outstanding Notes
tendered must be endorsed or accompanied by appropriate bond powers, in
each case signed in the name of the registered Holder(s) exactly as it
appears on the Outstanding Notes. Please note that the signatures on
any endorsement or bond power must be guaranteed by an Eligible
Institution.
- If this letter of transmittal, any Outstanding Notes tendered or any
bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, offices of corporations or others acting
in a fiduciary or representative capacity, that person must indicate
their title or capacity when signing. Unless waived by Donnelley,
evidence satisfactory to Donnelley of that person's authority to act
must be submitted with this letter of transmittal. Please note that the
signatures on any endorsement or bond power must be guaranteed by an
Eligible Institution.
- All signatures on this letter of transmittal must be guaranteed by an
Eligible Institution unless one of the following situations apply:
- If this letter of transmittal is signed by the registered
Holder(s) of the Outstanding Notes tendered with this letter
of transmittal and such Holder(s) has not completed the box
titled "Special Issuance Instructions" or the box titled
"Special Delivery Instructions;" or
- If the Outstanding Notes are tendered for the account of an
Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If different from the
name and address of the person signing this letter of transmittal, you should
indicate, in the applicable box or boxes, the name and address where Outstanding
Notes issued in replacement for any untendered or tendered but unaccepted
Outstanding Notes should be issued or sent. If replacement Original Notes are to
be issued in a different name, you must indicate the taxpayer identification or
social security number of the person named.
6. TRANSFER TAXES. Donnelley will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes in the Exchange Offer. However,
transfer taxes will be payable by you (or by the tendering Holder if you are
signing this letter on behalf of a tendering Holder) if:
- certificates representing Exchange Notes or notes issued to replace any
Outstanding Notes not tendered or accepted for exchange are to be
delivered to, or are to be registered or issued in the name of, a
person other than the registered Holder;
- tendered Outstanding Notes are registered in the name of any person
other than the person signing this letter of transmittal; or
- a transfer tax is imposed for any reason other than the exchange of
Outstanding Notes according to the Exchange Offer. If satisfactory
evidence of the payment of those taxes or an exemption from payment is
not submitted with this letter of transmittal, the amount of those
transfer taxes will be billed directly to the
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tendering Holder. Until those transfer taxes are paid, Donnelley will
not be required to deliver any Exchange Notes required to be delivered
to, or at the direction of, such tendering Holder.
Except as provided in this Instruction 6, it is not necessary for
transfer tax stamps to be attached to the Outstanding Notes listed in this
letter of transmittal.
7. FORM W-9. You must provide the exchange agent with a correct
Taxpayer Identification Number ("TIN") for the Holder on the enclosed Form W-9.
If the Holder is an individual, the TIN is his or her social security number. If
you do not provide the required information on the Form W-9, you may be subject
to 30% Federal income tax withholding on certain payments made to the Holders of
Exchange Notes. Certain Holders, such as corporations and certain foreign
individuals, are not subject to these backup withholding and reporting
requirements. For additional information, please read the enclosed Guidelines
for Certification of TIN on Substitute Form W-9. To prove to the exchange agent
that a foreign individual qualifies as an exempt Holder, the foreign individual
must submit a Form W-8, signed under penalties of perjury, certifying as to that
individual's exempt status. You can obtain a Form W-8 from the exchange agent.
8. WAIVER OF CONDITIONS. Donnelley may choose, at any time and for any
reason, to amend, waive or modify certain of the conditions to the Exchange
Offer. The conditions applicable to tenders of Outstanding Notes in the Exchange
Offer are described in the prospectus under the heading "The Exchange Offer--
Conditions."
9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. If your
Outstanding Notes have been mutilated, lost, stolen or destroyed, you should
contact the exchange agent at the address listed on the cover page of this
document for further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. If you have
questions, need assistance or would like to receive additional copies of the
prospectus or this letter of transmittal, you should contact the exchange agent
at the address listed in the prospectus. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GUIDE THE
PAYER.-- Social Security Numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer Identification Numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
------------------------------------------------------------ ------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
SOCIAL SECURITY IDENTIFICATION
NUMBER OF-- NUMBER OF--
------------------------------------------------------------ ------------------------------------------------------
1. An individual's account The individual 6. A valid trust, estate, The legal entity (Do
2. Two or more individuals The actual owner of or pension trust not furnish the
(joint account) the account or, if identifying number of
combined funds, the the personal
first individual on representative or
the account(1) trustee unless the
3. Custodian account of a minor The minor(2) legal entity itself
(Uniform Gift to Minors Act) is not designated in
4. a The usual revocable savings The grantor-trustee(1) the account title.)(4)
trust account (grantor is 7. Corporate account The corporation
also trustee) 8. Religious, charitable or The organization
b So-called trust account The actual owner(1) education organization
that is not a legal or account
valid trust under State law 9. Partnership The partnership
5. Sole proprietorship account The owner(3) 10. Association, club or The organization
other tax exempt
organization
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a State or local
government, school
district or prison) that
receives agricultural
program payments
------------------------------------------------------------ ------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a Social Security Number,
that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security Number.
(3) Show the name of the owner. You may also enter your business name. You
may use your Social Security Number or Employer Identification Number.
(4) List first and circle the name of the legal trust, estate or pension
trust.
NOTE: If no name is circled when there is more than one name, the
number will be considered to be that of the first name listed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a Taxpayer Identification Number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on broker transactions
include the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under Section 501(a), an individual
retirement plan, or a custodial account under Section 403(b)(7), if the
account satisfies the requirements of Section 401(f)(2).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency or instrumentality thereof.
- A dealer in securities or commodities required to be registered in the
United States, the District of Columbia, or a possession of the United
States.
- A real estate investment trust.
- A futures commissions merchant registered with the Commodity Futures
Trading Commission.
- A common trust fund operated by a bank under Section 584(a).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
- A person registered under the Investment Advisors Act of 1940 who regularly
acts as a broker.
Payments of dividends not generally subject to backup withholding include the
following:
- Payments to nonresident aliens subject to withholding under Section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments described in Section 404(k) made by an employee stock ownership
plan.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct Taxpayer Identification Number to the payer.
- Payments of tax-exempt interest (including tax-exempt interest dividends
under Section 852).
- Payments described in Section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign organizations.
- Payments of mortgage interest to you.
Exempt payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest or other payments to give Taxpayer Identification Numbers to payers who
must report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 30% of taxable
interest, dividend and certain other payments to a payee who does not furnish a
Taxpayer Identification Number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your Taxpayer Identification Number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR THE IRS.
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(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE SENIOR OUTSTANDING SENIOR OUTSTANDING
SURRENDERED NOTES TENDERED NOTES ACCEPTED
-------------------------- -------------------------- --------------------------
-------------------------- -------------------------- --------------------------
-------------------------- -------------------------- --------------------------
SENIOR SUBORDINATED SENIOR SUBORDINATED
CERTIFICATE OUTSTANDING OUTSTANDING
SURRENDERED NOTES TENDERED NOTES ACCEPTED
-------------------------- -------------------------- --------------------------
-------------------------- -------------------------- --------------------------
-------------------------- -------------------------- --------------------------
Delivery Prepared by:
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Checked by:
-----------------------------------------------------------
Date:
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