UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
August 10, 1998
AmeriComm Direct Marketing, Inc.
Delaware 333-08925 23-2574778
-------- --------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5775 Peachtree Dunwoody Rd.
Suite C-150
Atlanta, Georgia 30342
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(404) 256-1123
<PAGE>
Item 5. Other Events.
On August 10, 1998, AmeriComm Direct Marketing, Inc. (the "Company")
issued a press release announcing the commencement of (i) an offer to
purchase for cash its outstanding 11-5/8% Senior Notes due June 15,
2002, Series B (the "Notes") and (ii) the solicitation of consents for
the proposed amendments to the Indenture, dated as of June 15, 1996,
as supplemented, between the Company, the parties named therein and
Wilmington Trust Company, as Trustee, from all of the holders of the
Notes. A copy of the text of the press release is attached as Exhibit
99.1 and is incorporated herein by reference. A copy of the Offer to
Purchase and Consent Solicitation Statement, the Consent and Letter of
Transmittal and the related Exhibits are attached as Exhibits 99.2
through 99.7 and are incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to such
Exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) None.
(b) None.
(c) Exhibits.
99.1 Text of press release issued by AmeriComm Direct Marketing,
Inc. on August 10, 1998.
99.2 Offer to Purchase and Consent Solicitation Statement dated
August 10, 1998.
99.3 Consent and Letter of Transmittal.
99.4 Notice of Guaranteed Delivery.
99.5 Letter to Brokers.
99.6 Letter to Clients.
99.7 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICOMM DIRECT MARKETING, INC.
Date: August 12, 1998 By: /s/ Robert Miklas
--------------- --------------------------------
Name: Robert Miklas
Title: President and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit 99.1 Text of press release issued by AmeriComm Direct Marketing, Inc.
on August 10, 1998.
Exhibit 99.2 Offer to Purchase and Consent Solicitation Statement dated August
10, 1998.
Exhibit 99.3 Consent and Letter of Transmittal.
Exhibit 99.4 Notice of Guaranteed Delivery.
Exhibit 99.5 Letter to Brokers.
Exhibit 99.6 Letter to Clients.
Exhibit 99.7 Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE:
DIMAC CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY AMERICOMM DIRECT MARKETING,
INC. ANNOUNCE TENDER OFFER AND CONSENT SOLICITATION FOR AMERICOMM DIRECT
MARKETING, INC.'S OUTSTANDING 11-5/8% SENIOR NOTES DUE 2002, SERIES B.
Atlanta, Georgia, August 10, 1998 - DIMAC Corporation ("DIMAC") and its
wholly-owned subsidiary AmeriComm Direct Marketing, Inc, (formerly National
Fiberstok Corporation) ("ADMI") announced today that ADMI has commenced a tender
offer and consent solicitation for its outstanding 11-5/8% Senior Notes due
2002, Series B (the "Notes").
The purchase price to be paid for tendered Notes, including a consent
payment of $20.00 per $1,000 principal amount of Notes, will equal (i) the
present value on the payment date of $1,058.13 per Note (the amount payable on
June 15, 1999 which is the first date on which the Notes are redeemable (the
"Earliest Redemption Date"), determined on the basis of a yield to the Earliest
Redemption Date equal to the sum of (x) the yield on the 6.0% U.S. Treasury Note
due June 30, 1998, based on the bid price for such security as of 2:00 p.m., New
York City time, on September 2, 1998, the second business day immediately
preceding the scheduled expiration date of the tender offers, plus (y) 50 basis
points (such price being rounded to the nearest cent per $1,000 principal amount
of Notes). The consent payment will only be paid to holders of Notes who tender
their Notes and give their consent at or prior to 5:00 p.m., New York City time,
on the date later of August 21, 1998, and the date on which the requisite
consents to the proposed amendments are received (such date and time, as the
same may be extended, the "Consent Date").
In conjunction with the offers, ADMI is soliciting consents to eliminate
substantially all of the restrictive covenants and certain default provisions in
the indenture under which the Notes were issued, other than the covenants to pay
interest on and principal of the Notes and the related default provisions.
The tender offer and consent solicitation are part of an acquisition and
refinancing transaction (the "Refinancing") in which DIMAC currently expects to
issue new debt securities. The new notes will not be registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
The proceeds of the Refinancing will be used to fund the tender offer and
consent solicitation, to repay certain indebtedness and to pay fees and expenses
in connection with the Refinancing.
The offer is conditioned on, among other things, the receipt of consents
from the holders of at least a majority in principal amount of each of the Notes
and the concurrent consummation of the proposed refinancing. Holders who tender
their Notes in the offer are required to consent to the proposed amendments to
the indenture.
The offer will expire at 11:59 p.m., New York City time, on September 4,
1998, unless otherwise extended. If the expiration date of the offer is extended
to a date later than September 10, 1998, the determination date for the yield of
the U.S. Treasury Notes on which pricing will be based will be extended to the
date that is the second business day immediately preceding such extended
expiration date. Tendered Notes may be withdrawn and related consents may be
revoked at any time on or prior to 5:00 p.m., New York City time, on the Consent
Date.
Any questions concerning the tender offer and consent solicitation should
be directed to Credit Suisse First Boston Corporation, the Dealer Manager and
Solicitation Agent, MacKenzie Partners, Inc., the Information Agent, or
Wilmington Trust Company, the Depository, at the telephone numbers set forth
below:
Credit Suisse MacKenzie Partners, Inc. Wilmington Trust Company
First Boston
212-325-3290 212-929-5500 302-651-1562
800-221-1037 800-322-2885
This news release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is only made pursuant to the offering
documents.
Through its nationwide network of 22 production facilities, DIMAC provides
a comprehensive range of direct marketing services. DIMAC's direct marketing
services include printing and converting capabilities, personalization and
customization alternatives, information services, marketing, strategic and
creative services mailing and distribution services, fulfillment and
telemarketing services, custom labels and custom mailers.
OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT
AMERICOMM DIRECT MARKETING, INC.
Offer to Purchase for Cash
Any and All of the Outstanding
11-5/8% Senior Notes due June 15, 2002, Series B
and Solicitation of Consents for
Amendment of the Related Indenture
__________
AmeriComm Direct Marketing, Inc. (formerly National Fiberstok
Corporation), a Delaware corporation (the "Company"), hereby offers, upon the
terms and subject to the conditions set forth in this Offer to Purchase and
Consent Solicitation Statement (as it may be supplemented from time to time, the
"Statement") and in the accompanying Consent and Letter of Transmittal (the
"Consent and Letter of Transmittal" and, together with this Statement, the
"Offer"), to purchase any and all of its outstanding 11-5/8% Senior Notes due
June 15, 2002, Series B (the "Notes"), CUSIP 636049AC2.
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THIS OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER
4, 1998, OR SUCH LATER TIME AND DATE, WHICH SHALL BE NO EARLIER THAN FIVE
BUSINESS DAYS FOLLOWING THE CONSENT DATE (AS HEREINAFTER DEFINED), TO WHICH THE
OFFER IS EXTENDED (SUCH TIME AND DATE, THE "EXPIRATION DATE"). THE SOLICITATION
(AS HEREINAFTER DEFINED) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, AUGUST 21, 1998, OR SUCH LATER TIME AND DATE TO WHICH THE SOLICITATION
IS EXTENDED (SUCH TIME AND DATE, THE "CONSENT DATE"). HOLDERS OF NOTES (AS
HEREINAFTER DEFINED) MUST TENDER THEIR NOTES AND PROVIDE THEIR CONSENTS TO THE
PROPOSED AMENDMENTS (AS HEREINAFTER DEFINED) ON OR PRIOR TO THE EXPIRATION DATE
IN ORDER TO RECEIVE THE OFFER CONSIDERATION AND TENDER THEIR NOTES AND PROVIDE
THEIR CONSENTS ON OR PRIOR TO THE CONSENT DATE IN ORDER TO RECEIVE THE CONSENT
PAYMENT (AS HEREINAFTER DEFINED). THE COMPANY INTENDS TO CAUSE THE EXECUTION OF
A SUPPLEMENTAL INDENTURE CONTAINING THE PROPOSED AMENDMENTS AT OR PROMPTLY
FOLLOWING THE CONSENT DATE. TENDERED NOTES MAY BE WITHDRAWN AND CONSENTS MAY BE
REVOKED AT ANY TIME AT OR PRIOR TO THE CONSENT DATE, BUT NOT THEREAFTER.
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(cover page continues)
The Dealer Manager for the Offer and the
Solicitation Agent for the Solicitation is:
CREDIT ' FIRST
SUISSE ' BOSTON
August 10, 1998
<PAGE>
The consideration (the "Total Consideration") for each $1,000 principal
amount of Notes tendered pursuant to the Offer shall be the price (calculated as
described in Schedule I to this Statement) that would result from a yield (the
"Reference Yield") to June 15, 1999 (the "Earliest Redemption Date") equal to
the sum of (i) the yield on the 6% U.S. Treasury Note due June 30, 1999 (the
"Reference Security"), as calculated by the Dealer Manager in accordance with
standard market practice based on the bid price for such Reference Security as
of 2:00 p.m., New York City time, on September 2, 1998, the second business day
immediately preceding the scheduled Expiration Date (the "Price Determination
Date"), as displayed on page PX3 of the Bloomberg Government Pricing Monitor
(the "Bloomberg Page"), or any recognized quotation source selected by the
Dealer Manager, in its sole discretion, if the Bloomberg Page is not available
or is manifestly erroneous, plus (ii) 50 basis points. The "Offer Consideration"
will be the Total Consideration minus $20.00, which is the Consent Payment. In
addition, the Company will pay accrued and unpaid interest on the purchased
Notes up to, but not including, the Payment Date. The "Payment Date" for the
Notes accepted for purchase will be a date no later than three business days
after the Expiration Date.
In the event the Offer is extended for any period longer than three
business days from the previously scheduled Expiration Date, a new Price
Determination Date will be established. Assuming that the Offer expires on the
presently scheduled Expiration Date, the Company expects that the Payment Date
will be September 10, 1998.
In conjunction with the Offer, the Company hereby solicits (the
"Solicitation") consents (the "Consents") of registered holders (each, a
"Holder" and, collectively, the "Holders") of at least a majority of the
aggregate principal amount of the outstanding Notes to certain proposed
amendments (the "Proposed Amendments") to the Indenture, dated as of June 15,
1996 (as supplemented, the "Indenture"), between the Company, as issuer, the
parties named therein and Wilmington Trust Company, as trustee (the "Trustee"),
pursuant to which the Notes were issued. Holders of Notes who tender their Notes
in the Offer must deliver corresponding Consents to the Proposed Amendments, and
Holders may not deliver Consents without tendering their Notes in the Offer.
Subject to the terms and conditions set forth in this Statement and the Consent
and Letter of Transmittal, the Company hereby offers to pay to each Holder who
validly consents to the Proposed Amendments at or prior to the Consent Date an
amount in cash equal to $20.00 for each $1,000 principal amount of Notes (the
"Consent Payment") for which Consents have been validly delivered and not
validly revoked as of the Consent Date with such payment to be made on the
Payment Date, provided that the Notes are accepted for payment pursuant to the
terms of the Offer. If a Holder's Notes are not properly tendered pursuant to
the Offer at or prior to the Consent Date, or such Holder's Consents either are
not properly delivered, or are revoked and not properly redelivered, prior to
the Consent Date, such Holder will not receive the Consent Payment, even though
the Proposed Amendments will be effective as to all Notes that are not purchased
in the Offer. Holders who validly tender their Notes after the Consent Date will
receive only the Offer Consideration and will not receive the Consent Payment.
Adoption of the Proposed Amendments may have adverse consequences for Holders
who elect not to tender Notes in the Offer. See Section 2 "Certain Significant
Considerations" and Section 4 "Proposed Amendments to the Indenture".
THE OFFER AND THE PAYMENT FOR THE NOTES ARE CONDITIONED UPON, AMONG
OTHER THINGS, RECEIPT BY THE DEPOSITARY OF VALID AND UNREVOKED CONSENTS FROM
HOLDERS OF AT LEAST A MAJORITY OF THE PRINCIPAL AMOUNT OF THE NOTES THEN
OUTSTANDING (THE "REQUISITE CONSENTS").
HOLDERS WHO TENDER NOTES IN THE OFFER ARE OBLIGATED TO CONSENT TO THE
PROPOSED AMENDMENTS. PURSUANT TO THE TERMS OF THE CONSENT AND LETTER OF
TRANSMITTAL, THE COMPLETION, EXECUTION AND DELIVERY THEREOF BY A HOLDER IN
CONNECTION WITH THE TENDER OF NOTES WILL CONSTITUTE THE CONSENT OF SUCH
TENDERING HOLDERS TO THE PROPOSED AMENDMENTS. HOLDERS MAY NOT DELIVER CONSENTS
WITHOUT TENDERING NOTES IN THE OFFER, AND MAY NOT REVOKE CONSENTS WITHOUT
WITHDRAWING THE PREVIOUSLY TENDERED NOTES FROM THE OFFER. TENDERS OF NOTES MAY
BE VALIDLY WITHDRAWN AT ANY TIME PRIOR TO THE CONSENT DATE. A VALID WITHDRAWAL
OF TENDERED NOTES PRIOR TO THE CONSENT DATE SHALL NOT CONSTITUTE A REVOCATION OF
THE RELATED CONSENT. IF, PRIOR TO THE CONSENT DATE, A HOLDER WITHDRAWING NOTES
ALSO DETERMINES TO REVOKE THE CONSENTS RELATED THERETO, THE HOLDER MUST
EXPRESSLY REQUEST THE REVOCATION OF SUCH CONSENTS IN THE COMMUNICATION
WITHDRAWING SUCH NOTES. HOLDERS WHO WITHDRAW THEIR NOTES BUT FAIL TO REQUEST THE
REVOCATION OF THEIR CONSENTS SHALL NOT RECEIVE EITHER THE OFFER CONSIDERATION OR
THE CONSENT PAYMENT. CONSENTS MAY NOT BE REVOKED, AND NOTES MAY NOT BE
WITHDRAWN, AFTER THE CONSENT DATE. HOLDERS WHO VALIDLY TENDER THEIR NOTES AND
THEREBY DELIVER THEIR CONSENTS SUBSEQUENT TO THE CONSENT DATE AND ON OR PRIOR TO
THE EXPIRATION DATE WILL RECEIVE THE OFFER CONSIDERATION, BUT WILL NOT RECEIVE
ANY CONSENT PAYMENT.
NOTWITHSTANDING ANY OTHER PROVISION OF THE OFFER OR THE SOLICITATION,
THE COMPANY'S OBLIGATION TO ACCEPT, AND PAY FOR, NOTES VALIDLY TENDERED PURSUANT
TO THE OFFER IS CONDITIONED UPON (A) THERE BEING VALIDLY TENDERED AND NOT
VALIDLY WITHDRAWN NOT LESS THAN A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE
OUTSTANDING NOTES (THE "MINIMUM TENDER CONDITION"), (B) EXECUTION OF THE
SUPPLEMENTAL INDENTURE CONTAINING THE PROPOSED AMENDMENTS FOLLOWING RECEIPT OF
THE REQUISITE CONSENTS (THE "SUPPLEMENTAL INDENTURE CONDITION"), (C)
CONSUMMATION BY DIMAC (AS HEREINAFTER DEFINED) OF THE OFFERING OF THE NEW NOTES
(AS HEREINAFTER DEFINED) OR SUCH OTHER FINANCING AS DIMAC SHALL DETERMINE
NECESSARY OR APPROPRIATE TO CONSUMMATE THE OFFER AND SOLICITATION (THE
"FINANCING CONDITION") AND (D) SATISFACTION OF THE GENERAL CONDITIONS (AS
HEREINAFTER DEFINED).
IN THE EVENT THAT THE OFFER AND THE SOLICITATION ARE WITHDRAWN OR
OTHERWISE NOT COMPLETED, THE OFFER CONSIDERATION AND CONSENT PAYMENT WILL NOT BE
PAID OR BE PAYABLE TO HOLDERS OF NOTES WHO HAVE VALIDLY TENDERED THEIR NOTES AND
DELIVERED CONSENTS IN CONNECTION WITH THE OFFER AND THE SOLICITATION.
CERTAIN OFFER AND CONSENT SOLICITATION MATTERS
THE COMPANY'S OBLIGATION TO ACCEPT FOR PURCHASE AND TO PAY THE OFFER
CONSIDERATION AND THE CONSENT PAYMENT, AS APPLICABLE, AND THE ADOPTION OF THE
PROPOSED AMENDMENTS, IS CONDITIONED ON THE SATISFACTION OF THE MINIMUM TENDER
CONDITION, THE SUPPLEMENTAL INDENTURE CONDITION, THE FINANCING CONDITION AND THE
GENERAL CONDITIONS.
The purpose of the Offer is to repurchase all of the outstanding
Notes. The purpose of the Solicitation and the Proposed Amendments is to amend
or eliminate certain of the principal restrictive covenants contained in the
Indenture to thereby enhance the operating and financial flexibility of the
Company following the consummation of the Refinancing (as hereinafter defined).
On June 26, 1998, DIMAC Corporation, a Delaware corporation ("DIMAC")
acquired (i) AmeriComm Holdings, Inc. ("AHI") and its subsidiary, the Company,
in a merger transaction for aggregate consideration of approximately $203.5
million (including approximately $163.9 million of assumed indebtedness) and
(ii) DIMAC Marketing Corporation, a Delaware corporation ("DIMAC Marketing"), by
purchasing all of its issued and outstanding capital stock for aggregate
consideration of approximately $204.0 million (including approximately $4.0
million of assumed existing indebtedness) (together, the "Acquisitions"). The
Offer is being made, and the Consents are being solicited, in connection with
the Acquisitions and the refinancing of certain outstanding indebtedness of
DIMAC and its subsidiaries, including the Company (the "Refinancing"). The
Refinancing includes (i) the Offer and the Solicitation, (ii) the repayment of
approximately $41.0 aggregate principal of AHI's 12-1/2 Senior Notes Due 2003,
(iii) the repayment of indebtedness outstanding under the Company's Credit
Agreement with Heller Financial, Inc. dated as of June 28, 1996, (iv) the
issuance by DIMAC of $150.0 million of Senior Subordinated Notes Due 2008 (the
"New Notes"), (v) additional borrowings of approximately $25.0 million under the
Credit Agreement dated as of June 26, 1998 by and between DIMAC, DIMAC Holdings,
Inc., DIMAC's parent ("DIMAC Holdings"), the lenders listed therein and Credit
Suisse First Boston as administrative agent, syndication agent and arranger (as
may be amended, modified or supplemented from time to time, the "DIMAC Credit
Agreement"), (vi) a contribution to DIMAC of $10.0 million of additional equity
from DIMAC Holdings and (vii) the payment of fees and expenses in connection
therewith. Unless waived by the Company, the Proposed Amendments shall not
become operative and the Offer will not be consummated unless the Refinancing
shall have been consummated. See Section 12 "Source and Amount of Funds."
The Proposed Amendments will be effected by a supplemental indenture
(the "Supplemental Indenture") to the Indenture, which is to be executed by the
Company and the Trustee at or promptly following the Consent Date. Although the
Supplemental Indenture containing the Proposed Amendments will have been
executed by the Company and the Trustee, the Proposed Amendments will not become
operative until the opening of business on the Acceptance Date. The Indenture,
without giving effect to the Proposed Amendments, will remain in effect until
the Proposed Amendments become operative on the acceptance date. If the Offer is
terminated or withdrawn, or the Notes are never accepted for payment, the
Supplemental Indenture will never become operative. Immediately after the
Proposed Amendments become operative, all Notes tendered will cease to be
outstanding.
The Company's obligation to make Consent Payments to Holders who have
validly consented to the Proposed Amendments prior to the Consent Date is
conditioned upon satisfaction of all of the foregoing conditions and the
Company's acceptance of the Notes for purchase pursuant to the Offer. See
Section 8 "Conditions to the Offer". If the conditions of the Offer are
satisfied or waived and the Notes are accepted by the Company for payment on the
Payment Date, (a) the Offer Consideration and Consent Payment payable to Holders
who have validly tendered their Notes pursuant to the Offer (and thereby
consented to the Proposed Amendments) prior to the Consent Date will be paid on
the Payment Date, and (b) the Offer Consideration payable to Holders who have
validly tendered their Notes pursuant to the Offer (and thereby consented to the
Proposed Amendments) after the Consent Date and at or prior to the Expiration
Date will be paid on the Payment Date. Under no circumstances will any interest
be payable because of any delay by the Depositary (as hereafter defined) in the
transmission of funds to Holders. Subject to applicable securities laws and the
terms set forth in this Offer, the Company reserves the right (a) to waive any
and all conditions to the Offer or the Solicitation, (b) to extend or to
terminate the Offer or the Solicitation or (c) otherwise to amend the Offer or
the Solicitation in any respect. See Section 8 "Conditions to the Offer".
Tenders of Notes may be validly withdrawn at any time at or prior to
the Consent Date but not thereafter. In the event of a termination of the Offer,
all Notes tendered pursuant to the Offer will be promptly returned to the
tendering Holder. Prior to the Consent Date, a Holder may only revoke a Consent
if such Holder also withdraws such Holder's previously tendered Notes. A Holder
who validly withdraws (and does not redeliver) previously tendered Notes prior
to the Consent Date will not receive the Offer Consideration or the Consent
Payment. Prior to the Consent Date, Notes may be withdrawn without revoking the
related Consents; provided, however, that unless such Notes are retendered prior
to the Consent Date, the Consent Payment will not be payable with respect to
such Consents. Consents may not be revoked, and Notes may not be withdrawn,
after the Consent Date. See Section 7 "Withdrawal of Tenders and Revocation of
Consents".
SEE SECTION 2 "CERTAIN SIGNIFICANT CONSIDERATIONS" AND SECTION 9
"CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" FOR DISCUSSIONS OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING THE OFFER AND THE
SOLICITATION, INCLUDING THE CONSEQUENCES OF THE ADOPTION OF THE PROPOSED
AMENDMENTS. SEE SECTION 4 "PROPOSED AMENDMENTS TO THE INDENTURE" FOR A
DESCRIPTION OF THE PROPOSED AMENDMENTS.
In no event may Notes be withdrawn or Consents be revoked after the
Consent Date unless the Offer is terminated by the Company without any Notes
being purchased hereunder.
The Company intends to execute the Supplemental Indenture at or
promptly following the Consent Date, which is expected to be prior to the
initially scheduled Expiration Date. If necessary, the Company will extend the
Offer so that the Expiration Date occurs no earlier than five business days
following the Consent Date.
IN THE EVENT THAT THE OFFER AND THE SOLICITATION ARE WITHDRAWN OR
OTHERWISE NOT COMPLETED, THE OFFER CONSIDERATION AND CONSENT PAYMENT WILL NOT BE
PAID OR BECOME PAYABLE TO HOLDERS OF THE NOTES EVEN IF THEY HAVE VALIDLY
TENDERED THEIR NOTES AND DELIVERED CONSENTS IN CONNECTION WITH THE OFFER AND THE
SOLICITATION.
NONE OF THE COMPANY, THE INFORMATION AGENT OR THE DEALER MANAGER AND
SOLICITATION AGENT MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD
TENDER NOTES IN RESPONSE TO THE OFFER AND PROVIDE CONSENTS TO THE PROPOSED
AMENDMENTS.
IMPORTANT INFORMATION
Any Holder desiring to tender Notes and deliver Consents should either
(a) in the case of a Holder who holds physical certificates evidencing such
Notes, complete and sign the Consent and Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions therein, have his or her signature
thereon guaranteed (if required by Instruction 1 of the Consent and the Letter
of Transmittal) and send or deliver such manually signed Consent and Letter of
Transmittal (or a manual signed facsimile thereof), together with certificates
evidencing such Notes and any other required documents to Wilmington Trust
Company, as Depositary (the "Depositary"), or (b) in the case of a Holder who
holds Notes in book entry form, request such Holder's broker, dealer, commercial
bank, trust company or other nominee to effect the transaction for such Holder.
A beneficial owner who has Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if such beneficial owner
desires to tender, and deliver Consents for Notes so registered. See Section 6
"Procedures for Tendering Notes and Delivering Consents".
Any Holder desiring to tender Notes but who cannot comply with the
procedures set forth herein for tender on a timely basis or whose certificates
for Notes are not immediately available may tender the Notes by following the
procedures for guaranteed delivery set forth under Section 6 "Procedures for
Tendering Notes and Delivering Consents--Guaranteed Delivery".
The Depositary Trust Company ("DTC") has authorized DTC participants
that hold Notes on behalf of beneficial owners of Notes through DTC to tender
their Notes and consent to the Proposed Amendments as if they were Holders. To
effect a tender and consent, DTC participants should either (a) complete and
sign the Consent and Letter of Transmittal or a facsimile thereof, have the
signature thereon guaranteed if required by Instruction 1 of the Consent and
Letter of Transmittal, and mail or deliver the Consent and Letter of Transmittal
or such facsimile pursuant to the procedure, set forth in "Procedures for
Tendering Notes and Delivering Consents" or (b) transmit their acceptance to DTC
through the DTC Automated Tender Offer Program ("ATOP"), for which the
transaction will be eligible, and follow the procedure for book-entry transfer
set forth in "Procedures for Tendering Notes and Delivering Consents." A
beneficial owner of Notes that are held of record by a custodian bank,
depositary, broker, trust company or other nominee must instruct such Holder to
tender the Notes on the beneficial owner's behalf. A Letter of Instruction which
may be used by a beneficial owner in this process to effect the tender of Notes
is included in the solicitation materials provided along with this Statement.
See Section 6 "Procedures for Tendering Notes and Delivering Consents."
Tendering Holders will not be obligated to pay brokerage fees,
commissions or other expenses of the Dealer Manager or the Depositary.
Questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager and Solicitation Agent at the addresses
and telephone numbers set forth on the back cover of this Statement. Additional
copies of this Statement, the Consent and Letter of Transmittal, the Notice of
Guaranteed Delivery and other related materials may be obtained from the
Information Agent, the Dealer Manager or from brokers, dealers, commercial banks
and trust companies.
THIS STATEMENT CONSTITUTES NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF CONSENTS IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON
TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER
APPLICABLE SECURITIES OR BLUE SKY LAWS. NEITHER THE DELIVERY OF THIS STATEMENT
NOR ANY PURCHASE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH
HEREIN OR IN ANY ATTACHMENTS HERETO OR IN THE AFFAIRS OF DIMAC, THE COMPANY OR
ANY OF THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES SINCE THE DATE HEREOF.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY DIMAC, THE COMPANY, THE INFORMATION
AGENT OR THE DEALER MANAGER AND SOLICITATION AGENT.
THIS STATEMENT AND THE CONSENT AND LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER AND THE SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Copies of reports, proxy statements
and other information filed by the Company with the Commission can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and also are
available for inspection at the Commission's regional offices located at 500
West Madison, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
Suite 1300, New York, New York 10048, and the Commission's website at
http://www.sec.gov. Copies of such material also can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the
Commission are incorporated in this Statement by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
3. The Company's Current Reports on Form 8-K dated March 27, 1998 (as
amended on Form 8-K/A dated April 22, 1998), dated May 19, 1998 and
dated July 9, 1998.
All reports and other documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Statement and prior to the termination of the Offer shall
be deemed to be incorporated herein by reference and to be a part hereof on and
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Statement shall
be deemed to be modified or superseded for purposes of this Statement to the
extent that a statement contained herein or incorporated herein by reference or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Statement.
The Company will provide without charge to each person to whom this
Statement is delivered, upon the written or oral request of such person, a copy
of any and all documents incorporated by reference in this Statement (not
including exhibits to such information, unless such exhibits are specifically
incorporated by reference in such information). Such requests should be directed
to AmeriComm Direct Marketing, Inc. Attention: Secretary, 5775 Peachtree
Dunwoody Road, Suite C-150, Atlanta, Georgia, 30342 (telephone (404) 256-1123).
FORWARD-LOOKING STATEMENTS
When included in this Statement or in documents incorporated herein by
reference, the words "may," "expects," "intends," "anticipates," "plans,"
"projects," "estimates" and the negatives thereof and analogous or similar
expressions are intended to identify forward-looking statements. Such
statements, which include statements contained in Section 2 "Certain Significant
Considerations," are inherently subject to a variety of risks and uncertainties
that could cause actual results to differ materially from those reflected in
such forward-looking statements. Such risks and uncertainties, many of which are
beyond the Company's control, include, among others, general economic
conditions; the success of the integration of acquired businesses; the retention
of key management; pricing, product initiatives and other actions taken by
competitors; the effects of changes in laws and regulations, especially
increases in postal rates, and other factors. Actual events or the actual future
results of the Company may differ materially from any forward looking statement
due to these and other risks, uncertainties and significant factors. The
forward-looking statements contained herein speak only as of the date of this
Statement and the forward-looking statements contained in any document
incorporated herein by reference speak only as of their respective dates. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statement contained or
incorporated by reference in this Statement to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based.
<PAGE>
TO HOLDERS OF AMERICOMM DIRECT MARKETING, INC.
11-5/8% SENIOR NOTES DUE 2002, SERIES B:
This Statement and the related Consent and Letter of Transmittal
contain important information which should be read carefully before any decision
is made with respect to the Offer and the Solicitation.
SECTION 1
TERMS OF THE OFFER AND THE SOLICITATION
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Company is offering to purchase for cash all its
outstanding Notes (as defined in the Indenture). The Total Consideration for
each $1,000 principal amount of Notes tendered pursuant to the Offer shall be
the price (calculated as described in Schedule I to this Statement) that would
result from the Reference Yield to the Earliest Redemption Date equal to or the
sum of (i) the yield on the Reference Security, as calculated by the Dealer
Manager in accordance with standard market practice based on the bid price for
such Reference Security as of 2:00 p.m., New York City time, on the Price
Determination Date, as displayed on the Bloomberg Page, or any recognized
quotation source selected by the Dealer Manager, in its sole discretion, if the
Bloomberg Page is not available or is manifestly erroneous, plus (ii) 50 basis
points. The Company will pay accrued and unpaid interest on the purchased Notes
up to, but not including, the Payment Date. In addition, upon the terms and
subject to the conditions of the Solicitation (including, if the Solicitation is
extended or amended, the terms of any such extension or amendment), the Company
is soliciting Consents from Holders to the Proposed Amendments to the Indenture,
and is offering to pay to each Holder who consents to the Proposed Amendments on
the Consent Date, a Consent Payment in cash equal to $20.00 for each $1,000
principal amount of the Notes for which Consents have been validly delivered and
not revoked at or prior to such time on the Consent Date, with such payment to
be made promptly on the Payment Date if, but only if, the Notes are accepted for
payment pursuant to the terms of the Offer.
Although the yield on the Reference Security on the Price
Determination Date will be determined only from the source noted above,
information regarding the closing yield of the Reference Security may also be
found in The Wall Street Journal and The New York Times. The yield on the
Reference Security as of 2:00 p.m., New York City time, on August 7, 1998 was
5.396%. Accordingly, if such yield were determined to be the yield on the
Reference Security on the Price Determination Date and assuming September 10,
1998 were to be the Payment Date for the Notes, the Reference Yield, the Offer
Consideration and the Total Consideration per $1,000 principal amount of a Note
would be 5.896%, $1,077.58 and $1,097.58, respectively. A hypothetical
calculation of the Offer Consideration and the Total Consideration demonstrating
the application of the assumptions and methodologies to be used in pricing the
Offer is set forth in Schedule II hereto.
If at any time following a Price Determination Date the Company
extends the Offer for period of not more than three business days, the Total
Consideration for each Note tendered pursuant to the Offer at or prior to the
Consent Date, will remain the Total Consideration as determined on such Price
Determination Date. If, however, the Company extends the Offer for any period
longer than three business days from the previously scheduled Expiration Date
based upon which such Price Determination Date had been established, a new Price
Determination Date will be established (such new Price Determination Date to be
the third business day immediately preceding the Expiration Date as so extended)
and the Total Consideration for each Note tendered pursuant to the Offer on or
prior to the Consent Date will be calculated based on the Tender Offer Yield as
of such new Price Determination Date.
Promptly after a Price Determination Date, but in any event not later
than 9:00 a.m., New York City time, on the following business day, the Company
will publicly announce the pricing information referred to above by press
release to the Dow Jones News Service.
If the Notes are accepted for payment pursuant to the Offer, Holders
who validly tender their Notes pursuant to the Offer on or prior to the Consent
Date will receive total consideration equal to the Offer Consideration plus the
Consent Payment plus accrued and unpaid interest to, but not including, the
Payment Date. Holders who validly tender their Notes thereafter will receive
only the Offer Consideration, plus accrued and unpaid interest to, but not
including, the Payment Date, and will not receive the Consent Payment. BECAUSE
THE TOTAL CONSIDERATION IS BASED ON A FIXED SPREAD PRICING FORMULA LINKED TO A
YIELD ON THE REFERENCE SECURITY, THE OFFER CONSIDERATION -- WHICH IS THE PORTION
OF THE TOTAL CONSIDERATION THAT WOULD BE RECEIVED BY ALL TENDERING HOLDERS
PURSUANT TO THE OFFER (WHETHER OR NOT SUCH TENDERS ARE MADE ON OR PRIOR TO THE
CONSENT DATE) -- WILL BE AFFECTED BY CHANGES IN SUCH YIELD DURING THE TERM OF
THE OFFER PRIOR TO THE PRICE DETERMINATION DATE.
IF THE REQUISITE CONSENTS ARE RECEIVED AND THE PROPOSED AMENDMENTS
HAVE BECOME EFFECTIVE, THE PROPOSED AMENDMENTS WILL BE BINDING ON ALL
NON-TENDERING HOLDERS OF NOTES. THEREFORE, CONSUMMATION OF THE OFFER AND THE
ADOPTION OF THE PROPOSED AMENDMENTS MAY HAVE ADVERSE CONSEQUENCES FOR HOLDERS
WHO ELECT NOT TO TENDER NOTES IN THE OFFER. SEE SECTION 2 "CERTAIN SIGNIFICANT
CONSIDERATIONS".
HOLDERS WHO TENDER NOTES IN THE OFFER ARE OBLIGATED TO CONSENT TO THE
PROPOSED AMENDMENTS. PURSUANT TO THE TERMS OF THE CONSENT AND LETTER OF
TRANSMITTAL, THE COMPLETION, EXECUTION AND DELIVERY THEREOF BY A HOLDER IN
CONNECTION WITH THE TENDER OF NOTES WILL BE DEEMED TO CONSTITUTE THE CONSENT OF
SUCH TENDERING HOLDER TO THE PROPOSED AMENDMENTS. HOLDERS MAY NOT DELIVER
CONSENTS WITHOUT TENDERING THEIR NOTES IN THE OFFER AND MAY NOT REVOKE CONSENTS
WITHOUT WITHDRAWING THE PREVIOUSLY TENDERED NOTES TO WHICH SUCH CONSENTS RELATE
FROM THE OFFER.
All Notes validly tendered in accordance with the procedures set forth
in Section 6 and not withdrawn in accordance with the procedures set forth in
Section 7 on or prior to the Consent Date will, upon the terms and subject to
the conditions hereof, including execution of the Supplemental Indenture, be
accepted for payment by the Company, and payments will be made therefor on the
Payment Date.
BENEFICIAL OWNERS OF NOTES HELD OF RECORD BY DTC OR ITS NOMINEE MAY
DIRECT THE DTC PARTICIPANT THROUGH WHICH SUCH BENEFICIAL OWNER'S NOTES ARE HELD
IN DTC TO EXECUTE, ON SUCH BENEFICIAL OWNER'S BEHALF, A CONSENT WITH RESPECT TO
NOTES BENEFICIALLY OWNED BY SUCH BENEFICIAL OWNER ON THE DATE OF EXECUTION, OR
TO TRANSMIT AN AGENT'S MESSAGE (AS DEFINED HEREIN) TO SUCH EFFECT.
The Proposed Amendments require the receipt of the Requisite Consents.
Although the Supplemental Indenture reflecting the Proposed Amendments will be
executed by the Company and the Trustee on the Consent Date, the Proposed
Amendments will not become operative, and the Indenture will remain in effect,
until the opening of business on the Acceptance Date. If the Offer is terminated
or withdrawn, the Supplemental Indenture will never become operative.
Immediately after the Proposed Amendments become operative, all Notes tendered
will cease to be outstanding.
The Company's obligation to accept, and pay for, Notes validly
tendered pursuant to the Offer is conditioned upon the satisfaction of (a) the
Minimum Tender Condition, (b) the Supplemental Indenture Condition, (c) the
Financing Condition and (d) the General Conditions. See Section 8 "Conditions to
the Offer". Consent Payments to Holders who have validly consented to the
Proposed Amendments prior to the Consent Date are conditioned upon satisfaction
of (a) the foregoing Conditions and (b) the Company's acceptance of the Notes
for purchase pursuant to the Offer. See Section 8 "Conditions of the Offer".
Subject to applicable securities laws and the terms set forth in this Statement,
the Company reserves the right (i) to waive any and all conditions to the Offer
or the Solicitation, (ii) to extend or to terminate the Offer or the
Solicitation or (iii) otherwise to amend the Offer or the Solicitation in any
respect. See Section 8 "Conditions of the Offer". The rights reserved by the
Company in this paragraph are in addition to the Company's rights to terminate
the Offer described in Section 8 "Conditions of the Offer." Any extension,
amendment or termination will be followed as promptly as practicable by public
announcement thereof, the announcement in the case of an extension of the Offer
to be issued no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled Expiration Date. Without limiting the manner
in which any public announcement may be made, the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to the Dow Jones News Service or as
otherwise required by law.
If the Company makes a material change in the terms of the Offer or
the Solicitation or the information concerning the Offer or the Solicitation or
waives a material condition of such Offer or Solicitation, the Company will
disseminate additional Offer and Solicitation materials and extend such Offer
or, if applicable, the Solicitation, to the extent required by law. If the
Solicitation is amended prior to the Consent Date in a manner determined by the
Company to constitute a material change to the Holders, the Company promptly
will disclose such amendment and, if necessary, extend the Solicitation for A
period deemed by the Company to be adequate to permit Holders to withdraw their
Notes and revoke their Consents. If any such amendment occurs after the Consent
Date, the Company may terminate the Supplemental Indenture and solicit consents
for a revised supplemental indenture. See Section 7 "Withdrawals of Tenders and
Revocation of Consents". If, after the Consent Date, the Company reduces either
(A) the principal amount of Notes subject to the Offer or (B) the Offer
Consideration, then previously tendered Notes may be validly withdrawn until the
expiration of ten business days after the date that notice of any such reduction
is first published, given or sent to Holders by the Company.
SECTION 2
CERTAIN SIGNIFICANT CONSIDERATIONS
The following considerations, in addition to the other information
described elsewhere herein, should be carefully considered by each Holder before
deciding whether to participate in the Offer and the Solicitation.
Consent Payment. On the Payment Date, the Company will pay each
tendering Holder who validly consented to the Proposed Amendments on or prior to
the Consent Date, as part of the Total Consideration, a Consent Payment for such
Holder's Notes for which Consents have been validly delivered and not validly
revoked at or prior to the Consent Date. If a Holder's Notes are not validly
tendered and the corresponding Consents are not validly delivered pursuant to
the Offer and the Solicitation at or prior to the Consent Date, or such Holder's
Notes are withdrawn and not properly retendered at or prior to the Consent Date
(irrespective of whether the related Consents are revoked), such Holder will not
receive the Consent Payment even though the Proposed Amendments may be effective
as to each of such Holder's Notes that are not purchased in the Offer. In
addition, each Holder who validly tenders Notes and validly consents to the
Proposed Amendments after the Consent Date and prior to the Expiration Date will
receive the Offer Consideration but will not receive the Consent Payment even
though such Holder delivered its Consent.
Effects of the Proposed Amendments. Notes not purchased pursuant to
the Offer will remain outstanding. If the Proposed Amendments become operative,
most of the principal restrictive covenants contained in the Indenture will be
amended or eliminated increasing the Company's operating and financial
flexibility and non-tendering Holders will no longer be entitled to the benefit
of such provisions. The Indenture, as so amended, will continue to govern the
terms of all Notes that remain outstanding after the consummation of such Offer.
The elimination (or, in certain cases, amendment) of these restrictive covenants
and other provisions would permit the Company to, among other things, incur
indebtedness, pay dividends or make other restricted payments, incur liens or
make investments, in each case which otherwise may not have been permitted
pursuant to the Indenture. It is possible that any such actions that the Company
would be permitted to take will increase the credit risk with respect to the
Company faced by the non-tendering Holders or otherwise adversely affect the
interests of the non-tendering Holders. See Section 4 "Proposed Amendments to
the Indenture".
Substantial Leverage. Upon completion of the contemplated Refinancing,
each of the Company and DIMAC will remain significantly leveraged. At June 26,
1998, after giving pro forma effect to the Refinancing, DIMAC would have had
outstanding $334.4 million in aggregate principal amount of indebtedness
(excluding trade payables and other liabilities and availability of $74.5
million of unused revolving commitments). At June 26, 1998, after giving pro
forma effect to the Refinancing, the Company would have had no existing
indebtedness outstanding except for Notes not tendered pursuant to the Offer and
its guarantee obligations under the DIMAC Credit Agreement. This substantial
leverage has several important consequences, including the following: (i) a
substantial portion of DIMAC's and the Company's net cash provided by operating
activities, will be dedicated to servicing its indebtedness, and (ii) DIMAC's
and the Company's ability to withstand competitive pressures, adverse economic
conditions and adverse changes in governmental regulations, to make
acquisitions, and to take advantage of significant business opportunities that
may arise, may be negatively affected. DIMAC's and the Company's ability to meet
their debt service obligations and to reduce their total indebtedness will be
dependent upon future performance, which will be subject to general economic
conditions, their ability to achieve cost savings and other financial, business
and other factors affecting the operations of DIMAC or the Company, many of
which are beyond their control. If DIMAC or the Company is unable to generate
sufficient operating cash flow in the future to service their debt, they may be
required to refinance all or a portion of such debt or to obtain additional
financing. There can be no assurance, however, that any refinancing would be
possible or that any additional financing could be obtained.
Market and Trading Information. The Notes are not listed on any
national or regional securities exchange or reported on a national quotation
system. To the extent that Notes are traded, prices of the Notes may fluctuate
greatly depending on the trading volume and the balance between buy and sell
orders. In addition, quotations for securities that are not traded, such as the
Notes, may differ from actual trading prices and should be viewed as
approximations. Holders of Notes are urged to contact their brokers to obtain
the best available information as to current market prices.
Depending on, among other things, the amount of Notes that remain
outstanding after the Offer, the liquidity, market value and price volatility of
such Notes may be adversely affected by the consummation of the Offer and the
Solicitation. To the extent that Notes are tendered and accepted in the Offer,
any existing trading market for the remaining Notes will become more limited. A
debt security with a smaller outstanding principal amount available for trading
(a smaller "float") may command a lower price than would a comparable debt
security with a greater float. Consequently, the liquidity, market value and
price volatility of Notes which remain outstanding may be adversely affected.
Holders of unpurchased Notes may attempt to obtain quotations for the Notes from
their brokers; however, there can be no assurance that any trading market will
exist for the Notes and no assurance as to the price at which the Notes may
trade following the consummation of the Offer. The extent of the public market
for the Notes and the price at which the Notes may trade following consummation
of the offer would depend upon a number of factors, including the number of
Holders remaining at such time and the interest in maintaining a market in Notes
on the part of securities firms.
Certain Terms of the Notes. As of the date of this Offer, there is
$100.0 million aggregate principal amount of Notes outstanding. The Notes are
redeemable at the option of the Company on or after June 15, 1999, in accordance
with the terms of the Indenture. If the Company were to redeem the Notes in the
12-month period commencing on June 15, 1999, the redemption price to be paid for
the Notes would be 105.813% of the principal amount thereof, which price will
decline to 102.906% of the principal amount thereof for redemptions during the
12-month period commencing June 15, 2000 (in each case, together with accrued
and unpaid interest to the redemption date). Such redemption prices are
substantially less than the Total Consideration to be paid to the Holders in the
Offer and the Solicitation. Additionally, the Company may effect a defeasance of
its obligations under the Notes if, among other things, the Company has
irrevocably deposited funds in trust, in accordance with the terms of the
Indenture, in an amount sufficient to pay the principal of and interest on the
outstanding Notes to maturity or redemption, as the case may be.
The summaries of the terms of the Notes described above are qualified
in their entirety by reference to the full and complete terms contained in the
Indenture (including the form of the Notes attached thereto), copies of which
are available upon request without charge from the Company.
SECTION 3
PURPOSE OF THE OFFER AND THE SOLICITATION
The purpose of the Offer, which is conditioned upon satisfaction of
the Minimum Tender Condition, the Supplemental Indenture Condition, the
Financing Condition and the General Conditions, is to acquire all of the
outstanding Notes, as part of the Refinancing. From time to time in the future,
the Company may seek to acquire any Notes which remain outstanding following
consummation of the Offer through open market purchases, privately negotiated
transactions, tender offers, exchange offers or otherwise, upon such terms and
at such prices as it may determine, which may be more or less than the price to
be paid pursuant to the Offer and could be for cash or other consideration.
Alternatively, pursuant to the provisions of the Notes and the Indenture, the
Company may choose to effect a defeasance in accordance with the terms of the
Indenture. There can be no assurance as to which, if any, of these alternatives
(or combinations thereof) the Company will pursue.
The purpose of the Solicitation and the Proposed Amendments is to
amend or eliminate certain of the principal restrictive covenants contained in
the Indenture, and thereby enhance the operating and financial flexibility of
the Company. In order to induce Holders to give their Consent with respect to
the Solicitation as soon as practicable following the commencement of the Offer
on August 10, 1998, the Company has offered to make the Consent Payment to any
Holder who validly consents to the Proposed Amendments on or prior to the
Consent Date. Once the Consent Date has occurred, Consents theretofore granted
may not be revoked, and tendered Notes may not be withdrawn.
SECTION 4
PROPOSED AMENDMENTS TO THE INDENTURE
This section sets forth a brief description of the Proposed Amendments
to the Indenture for which Consents are being sought pursuant to the
Solicitation. The Supplemental Indenture will be executed by the Company and the
Trustee at or promptly following the Consent Date. If the Requisite Consents are
not received by the Company, the Consent Date will not be achieved and the
Supplemental Indenture will not be executed and will not become operative. If
the Offer is terminated or withdrawn, or the validly tendered Notes are not
accepted for payment, the Proposed Amendments will not become operative, and no
Offer Consideration or Consent Payment will be paid or be payable. The summaries
of provisions of the Indenture set forth below are qualified in their entireties
by reference to the full and complete terms contained in the Indenture. A copy
of the form of Supplemental Indenture is available from the Information Agent
upon any Holder's request. Capitalized terms not otherwise defined in this
Section 4 shall have the respective meanings set forth in the Indenture.
The Proposed Amendments to the Indenture are as follows:
Deletion of Restrictive Covenants. The Proposed Amendments would
delete in their entireties the following restrictive covenants and references
thereto from the Indenture:
Section 4.03 o Limitation on Restricted Payments. Restricts the ability of
the Company and its Restricted Subsidiaries to make
restricted payments including (i) dividends or distributions
(other than dividends or distributions payable in Qualified
Capital Stock of the Company) in respect of, or purchases,
redemptions, retirements or other acquisitions for value in
respect of Capital Stock of the Company, AHI or any of its
Restricted Subsidiaries, (iii) principal payments on, or
repurchases, redemptions, defeasances or other acquisitions
or retirements for value, prior to the scheduled stated
maturity thereof, scheduled repayment or scheduled sinking
fund payment, of any subordinated indebtedness or (iv)
Investments.
Section 4.04 o Limitation on Incurrence of Additional Indebtedness.
Restricts the ability of the Company and its Restricted
Subsidiaries to incur Indebtedness.
Section 4.06 o Payment of Taxes and Other Claims. Requires the Company to
pay or discharge all material taxes, assessments and
governmental charges and all lawful claims for labor,
materials and supplies.
Section 4.07 o Maintenance of Properties and Insurance. Requires the
Company and its Restricted Subsidiaries to maintain their
properties and assets and to maintain property and casualty
and other insurance with responsible insurance companies.
Section 4.08 o Compliance Certificate; Notice of Default. Requires the
Company to deliver to the Trustee an officer's certificate
certifying that the Company has observed, performed and
fulfilled its obligation under the Indenture, to deliver a
written report from the Company's independent accountants
with the annual financial statements and to deliver to the
Trustee, upon becoming aware of a default or event default,
an officer's certificate describing such default or event of
default.
Section 4.10(a) o Commission Reports. Requires the Company to deliver to the
Securities & Exchange Commission (the "Commission") and the
Trustee all information, documents and reports required to
be filed with the Commission pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended.
Section 4.12 o Limitation on Transactions with Affiliates. Restricts the
ability of the Company and its Restricted Subsidiaries to
engage in transactions with Affiliates.
Section 4.13 o Pledge of Collateral; Security Documents. Requires the
Company and each Subsidiary owning capital stock of a
Guarantor to execute a Securities Pledge Agreement.
Section 4.14 o Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries. Restricts the ability of the Company
or any Restricted Subsidiary to create or permit to exist or
become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i) pay dividends or
make any other distribution on its Capital Stock, (ii) make
loans or advances or pay any Indebtedness or other
obligation owed to the Company or a Restricted Subsidiary or
(iii) transfer any of its property or assets to the Company
or any Restricted Subsidiary.
Section 4.15 o Limitation on Liens. Restricts the ability of the Company
and its Restricted Subsidiaries from incurring liens on
their assets except as permitted thereby.
Section 4.18 o Limitation on Preferred Stock of Restricted Subsidiaries.
Restricts the ability of Restricted Subsidiaries to issue
Preferred Stock.
Section 4.19 o Impairment of Security Interest. Restricts the ability of
the Company and its Subsidiaries to take any action that
would adversely affect the security interest in favor of the
Trustee with respect to the Collateral.
Section 4.20 o Limitation on Designations of Unrestricted Subsidiaries.
Restricts the ability of the Company to designate
Subsidiaries as Unrestricted Subsidiaries.
Section 4.21 o Additional Guarantees. Requires a Restricted Subsidiary that
is not a Guarantor to become a Guarantor upon the transfer
of any property by the Company or any of its Restricted
Subsidiaries to such Restricted Subsidiary or upon the
organization of, acquisition of or investment in such
Restricted Subsidiary having certain total consolidated
assets.
Amendment to Section 5.01. Section 5.01 of the Indenture, "Mergers,
Consolidations and Sale of Assets", limits the ability of the Company and each
Guarantor to consolidate or merge with another company or sell, convey, assign,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets. The Proposed Amendments would (a) delete the requirements
in this section that the Company or any other successor corporation satisfy
certain debt incurrence and net worth tests and (b) delete clause (iv) of
Section 5.01(c) which requires a guarantor that merges with or consolidates with
a person other than the Company to satisfy certain debt incurrence and net worth
tests.
Amendment to Section 6.01. In addition, the Proposed Amendments would
eliminate the Events of Defaults set forth in Section 6.01 under paragraphs (d)
and (e) thereof, which relate to defaults with respect to other indebtedness and
certain judgments, as well as references in the Events of Default to the
sections specified above.
Deletion of Definitions. The Proposed Amendments would delete certain
definitions from the Indenture when references to such definitions would be
eliminated as a result of the foregoing.
The Proposed Amendments constitute a single proposal and a tendering
and/or consenting Holder must consent to the Proposed Amendments as an entirety
and may not consent selectively with respect to certain of the Proposed
Amendments.
Pursuant to the terms of the Indenture, the Proposed Amendments
require the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes outstanding. The aggregate principal amount of
Notes currently outstanding is $100.0 million.
The completion, execution and delivery of a Consent and Letter of
Transmittal by a Holder in connection with the tender of Notes will constitute
the Consent of such tendering Holder to the Proposed Amendments.
If the Proposed Amendments become operative, the restrictive covenants
of the Indenture will be substantially less restrictive and will afford less
protection to Holders than those covenants currently set forth in the Indenture.
SECTION 5
ACCEPTANCE FOR PAYMENT AND PAYMENT FOR NOTES;
ACCEPTANCE OF CONSENTS
Upon the terms and subject to the conditions of the Offer (including
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment) and applicable law, the Company will purchase, by
accepting for payment, and will pay on the Payment Date for, all Notes validly
tendered (and not withdrawn, or if withdrawn validly retendered) pursuant to the
Offer, such payment to be made by the deposit of the Offer Consideration in
immediately available funds by the Company on the Payment Date with the
Depositary, which will act as agent for tendering Holders for the purpose of
receiving payment from the Company and transmitting such payment to tendering
Holders. Upon the terms and subject to the conditions of the Solicitation
(including, if the Solicitation is extended or amended, the terms and conditions
of any such extension or amendment) and applicable law, the Company will pay on
the Payment Date to each Holder who validly consents to the Proposed Amendments
and tenders Notes in the Offer at or prior to the Consent Date, the Consent
Payment, such payment to be made by the deposit of the Consent Payment in
immediately available funds by the Company on the Payment Date with the
Depositary, which will act as agent for Holders. In no event will a Holder be
entitled to receive a Consent Payment unless such Holder is entitled to receive
the Offer Consideration. Under no circumstances will interest on the Offer
Consideration or Consent Payments be paid by the Company by reason of any delay
of the Depositary in making payment.
The Company expressly reserves the right in its sole discretion,
subject to Rule 14e-l(c) under the Exchange Act, to delay acceptance for payment
of, or payment for, Notes in order to comply, in whole or in part, with any
applicable law. See Section 8 "Conditions to the Offer".
In all cases, payment by the Depositary to Holders or beneficial
owners of the Offer Consideration for Notes purchased pursuant to the Offer and
related Consent Payments will be made only after timely receipt by the
Depositary of (i) certificates representing such Notes or timely confirmation of
a book-entry transfer of such Notes into the Depositary's account at DTC
pursuant to the procedures set forth in Section 6 "Procedures for Tendering
Notes and Delivering Consents," (ii) a properly completed and duly executed
Consent and Letter of Transmittal (or manually signed facsimile thereof) or a
properly transmitted Agent's Message and (iii) any other documents required by
the Consent and Letter of Transmittal.
For purposes of the Solicitation, Consents received by the Depositary
will be deemed to have been accepted if, as and when (a) the Company gives
written notice to the Trustee of the receipt by the Depositary of the Requisite
Consents, and the Company and the Trustee execute the Supplemental Indenture and
(b) the Company has accepted the Notes for purchase and payment pursuant to the
Offer.
For purposes of the Offer, tendered Notes will be deemed to have been
accepted for payment, if, as and when the Company gives oral notice (confirmed
in writing) or written notice thereof to the Depositary. Tenders of Notes will
be accepted only in principal amounts equal to $1,000 or integral multiples
thereof. Payments for the Notes will include accrued interest through but not
including the Payment Date. Under no circumstances will any additional interest
be payable by the Company because of any delay in the transmission of funds to
the Holders of purchased Notes or otherwise.
If any tendered Notes are not purchased pursuant to the Offer for any
reason, such Notes not purchased will be returned, without expense, to the
tendering Holder promptly (or, in the case of Notes tendered by book-entry
transfer into the Depositary's account at DTC, such Notes will be credited to
the account maintained at DTC from which such Notes were delivered) after the
expiration, termination or withdrawal of the Offer.
Tendering Holders will not be obligated to pay brokerage fees,
commissions or expenses to the Dealer Manager, the Information Agent, the
Depositary or the Company, or, except as set forth in Instruction 7 of the
Consent and Letter of Transmittal, transfer taxes on the purchase of Notes
pursuant to the Offer, or the payment of the Consent Payments.
The Company reserves the right to transfer or assign, in whole at any
time or in part from time to time, to one or more of its affiliates, the right
to purchase Notes tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Company of its obligations under the Offer or
prejudice the rights of tendering Holders to receive payment for Notes validly
tendered and accepted for payment pursuant to the Offer.
It is a condition precedent to the Company's obligation to purchase
the Notes pursuant to the Offer that the Supplemental Indenture have been
executed. It is a condition subsequent to effectiveness of the Proposed
Amendments contained in the Supplemental Indenture becoming operative that the
Company accept for payment all the Notes validly tendered (and not withdrawn)
pursuant to the Offer (in which event, the Company will be obligated to promptly
pay all Offer Consideration and, if applicable, the Consent Payments for the
Notes so accepted).
SECTION 6
PROCEDURES FOR TENDERING NOTES AND DELIVERING CONSENTS
Holders will not be entitled to receive the Total Consideration unless
they both tender their Notes pursuant to the Offer and deliver Consents to the
Proposed Amendments pursuant to the procedures described in the Offer. The
proper tender by a Holder of Notes pursuant to the Offer in accordance with the
procedures described below will constitute (i) a tender of the Notes and (ii)
the delivery of a Consent by such Holder to the Proposed Amendments. The Company
is not soliciting and will not accept Consents to the Proposed Amendments from
Holders who do not tender their Notes pursuant to the Offer. Payment of the
Offer Consideration and the Consent Payment, if applicable, for Notes validly
tendered and accepted for payment shall be made on the Payment Date.
Tender of Notes and Delivery of Consents to the Proposed Amendments.
The tender by a Holder of Notes (and subsequent acceptance of such tender by the
Company) pursuant to one of the procedures set forth below will constitute an
agreement between such Holder and the Company in accordance with the terms and
subject to the conditions set forth herein and in the Consent and Letter of
Transmittal.
Only Holders are authorized to tender their Notes and consent to the
Proposed Amendments. The procedures by which Notes may be tendered and Consents
given by beneficial owners that are not Holders will depend upon the manner in
which the Notes are held. Each Holder who validly tenders Notes pursuant to the
Offer and delivers a Consent to the Proposed Amendments on or prior to the
Consent Date will receive the Offer Consideration and Consent Payment on the
Payment Date. Holders who wish to transfer Notes prior to the Consent Date and
who wish to retain the benefit of the Consent Payment or wish to provide such
benefit to a transferee should validly tender the Notes and deliver the related
Consents, designating the transferee as payee in the box marked "Special Payment
Instructions" contained in the Consent and Letter of Transmittal.
Tender of Notes Held in Physical Form and Delivery of Consents to the
Proposed Amendments. To effectively tender Notes held in physical form pursuant
to the Offer, a properly completed Consent and Letter of Transmittal (or a
facsimile thereof duly executed by the Holder thereof), and any other documents
required by the Consent and Letter of Transmittal, with the signature thereon
guaranteed if required by Instruction 1 of the Consent and Letter of Transmittal
must be received by the Depositary at its address set forth on the back cover of
this Statement (or delivery of Notes may be effected through the deposit of
Notes with DTC and making book-entry delivery as set forth below), on or prior
to the Consent Date or the Expiration Date, as applicable; provided, however,
that the tendering Holder may instead comply with the guaranteed delivery
procedure set forth below. CONSENTS AND LETTERS OF TRANSMITTAL AND ANY
CERTIFICATES EVIDENCING NOTES TENDERED PURSUANT TO THE OFFER SHOULD BE SENT ONLY
TO THE DEPOSITARY AND SHOULD NOT BE SENT TO THE COMPANY, THE DEALER MANAGER, THE
SOLICITATION AGENT, THE INFORMATION AGENT OR THE TRUSTEE.
The proper completion, execution and delivery of the Consent and
Letter of Transmittal by a registered Holder of Notes will constitute a tender
of the Notes and delivery of a Consent by such Holder to the Proposed
Amendments. No separate consent will be required.
If Notes are registered in the name of a person other than the person
executing the Consent and Letter of Transmittal with respect to such Notes,
then, in order to validly tender such Notes pursuant to the Offer and deliver
Consents to the Proposed Amendments, the Notes must be endorsed or accompanied
by an appropriate written instrument or instruments of transfer executed by such
registered Holder or Holders as its or their name or names appears thereon, with
the signature(s) on the Notes or instruments of transfer guaranteed as provided
below.
Tender of Notes Held Through a Custodian and Delivery of Consents to
the Proposed Amendments. To effectively tender Notes that are held of record by
a custodian bank, depositary, broker, trust company or other nominee and deliver
Consents to the Proposed Amendments, the beneficial owner thereof must instruct
such registered Holder to deliver a Consent and Letter of Transmittal on the
beneficial owner's behalf. A Letter of Instructions is included in the materials
provided with this Statement which may be used by a beneficial owner in this
process to effect the tender and deliver a Consent. Any beneficial owner of
Notes held of record by DTC or its nominee, through authority granted by DTC,
may direct the DTC participant through which such beneficial owner's Notes are
held in DTC to execute, on such beneficial owner's behalf, a Consent and Letter
of Transmittal with respect to Notes beneficially owned by such beneficial owner
on the day of execution.
Tender of Notes Held Through DTC and Delivery of Consents to the
Proposed Amendments. To effectively tender Notes that are held through DTC and
deliver Consents to the Proposed Amendments, DTC participants should either (i)
properly complete and duly execute the Consent and Letter of Transmittal (or a
facsimile thereof), together with the Notes and any other documents required by
the Consent and Letter of Transmittal, and mail or deliver the Consent and
Letter of Transmittal or such facsimile pursuant to the procedure for book-entry
transfer set forth below or (ii) transmit their acceptance through ATOP for
which the transaction will be eligible and DTC will then edit and verify the
acceptance and send an Agent's Message to the Depositary for its acceptance.
Delivery of tendered Notes must be made to the Depositary pursuant to the
book-entry delivery procedures set forth below or the tendering DTC participant
must comply with the guaranteed delivery procedures set forth below.
THE METHOD OF DELIVERY OF NOTES AND CONSENTS AND LETTERS OF
TRANSMITTAL, ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AGENT'S MESSAGE TRANSMITTED
THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING NOTES AND
DELIVERING CONSENTS AND LETTERS OF TRANSMITTAL AND, EXCEPT AS OTHERWISE PROVIDED
IN THE CONSENT AND LETTER OF TRANSMITTAL, DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, IT IS SUGGESTED
THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE CONSENT
DATE OR EXPIRATION DATE, AS APPLICABLE, TO PERMIT DELIVERY TO THE DEPOSITARY
PRIOR TO SUCH DATE.
Except as provided below, unless the Notes being tendered are
deposited with the Depositary on or prior to the Expiration Date (accompanied by
a properly completed and duly executed Consent and Letter of Transmittal or a
properly transmitted Agent's Message), the Company may, at its option, reject
such tender. Payment for the Notes will be made only against deposit of the
tendered Notes and delivery of all other required documents.
Book-Entry Delivery Procedures. The Depositary will establish accounts
with respect to the Notes at DTC for purposes of the Offer within two business
days after the date of this Statement, and any financial institution that is a
participant in DTC may make book-entry delivery of the Notes by causing DTC to
transfer such Notes into the Depositary's account in accordance with DTC's
procedures for such transfer. Timely book-entry delivery of Notes pursuant to
the Offer, however, requires receipt of a confirmation (a "Book Entry
Confirmation") on the Consent Date or Expiration Date, as applicable. Although
delivery of Notes may be effected through book-entry transfer into the
Depositary's account at DTC, the Consent and Letter of Transmittal (or facsimile
thereof), with any required signature guarantees or an Agent's Message in
connection with a book-entry transfer, and any other required documents, must,
in any case, be transmitted to and received by the Depositary at one or more of
its addresses set forth on the back cover of this Statement on or prior to the
Consent Date to receive the Consent Payment or the Expiration Date to receive
the Offer Consideration, or the guaranteed delivery procedure described below
must be complied with. Tenders of Notes will not be deemed validly made until
such documents are received by the Depositary. Delivery of documents to DTC does
not constitute delivery to the Depositary.
The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Depositary and forming a part of the Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from each
participant in DTC tendering the Notes and that such participants have received
the Consent and Letter of Transmittal and agree to be bound by the terms of the
Consent and Letter of Transmittal and the Company may enforce such agreement
against such participants.
Signature Guarantees. Signatures on all Consents and Letters of
Transmittal must be guaranteed by a recognized participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchange Medallion Program (a "Medallion
Signature Guarantor"), unless the Notes tendered thereby are tendered (i) by a
registered Holder of Notes (or by a participant in DTC whose name appears on a
security position listing as the owner of such Notes) who has not completed
either the box entitled "Special Delivery Instructions" or "Special Payment or
Issuance Instructions" on the Consent and Letter of Transmittal, or (ii) for the
account of a member firm of a registered national securities exchange, a member
of the National Association of Securities Dealers, Inc. (NASD) or a commercial
bank or trust company having an office or correspondent in the United States
(each of the foregoing being referred to as an "Eligible Institution"). See
Instruction 1 of the Consent and Letter of Transmittal. If the Notes are
registered in the name of a person other than the signer of the Consent and
Letter of Transmittal or if Notes not accepted for payment or not tendered are
to be returned to a person other than the registered Holder, then the signatures
on the Consents and Letters of Transmittal accompanying the tendered Notes must
be guaranteed by a Medallion Signature Guarantor as described above. See
Instructions 1 and 3 of the Consent and Letter of Transmittal.
Guaranteed Delivery. If a Holder desires to tender Notes and deliver
Consents pursuant to the Offer and the Solicitation and time will not permit the
Consent and Letter of Transmittal, certificates representing such Notes and all
other required documents to reach the Depositary, or the procedures for
book-entry transfer cannot be completed, on or prior to the Consent Date or the
Expiration Date, as applicable, such Holder may nevertheless tender Notes and
deliver a Consent if all the following conditions are satisfied:
(i) the tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Company
herewith, or an Agent's Message with respect to guaranteed
delivery that is accepted by the Company, is received by the
Depositary on or prior to the Consent Date or the Expiration
Date, as applicable, as provided below; and
(iii) the certificates for the tendered Notes, in proper form for
transfer (or a Book-Entry Confirmation of the transfer of such
Notes into the Depositary's account at DTC as described
above), together with a Consent and Letter of Transmittal (or
facsimile thereof) properly completed and duly executed, with
any required signature guarantees and any other documents
required by the Consent and Letter of Transmittal or a
properly transmitted Agent's Message, are received by the
Depositary within two New York Stock Exchange trading days
after the date of execution of the Notice of Guaranteed
Delivery.
The Notice of Guaranteed Delivery may be sent by hand delivery,
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in the Notice of
Guaranteed Delivery.
Notwithstanding any other provision hereof, payment of Consent
Payments to Holders who validly consent to the Proposed Amendments and payment
of the Offer Consideration for Notes tendered and accepted for payment pursuant
to the Offer will, in all cases, be made only after timely receipt by the
Depositary of the tendered Notes (or Book-Entry Confirmation of the transfer of
such Notes into the Depositary's account at DTC as described above), and a
Consent and Letter of Transmittal (or facsimile thereof) with respect to such
Notes, properly completed and duly executed, with any required signature
guarantees and any other documents required by the Consent and Letter of
Transmittal, or a properly transmitted Agent's Message.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY THE COMPANY BY REASON
OF ANY DELAY BY THE DEPOSITARY IN PAYMENT TO ANY PERSON USING THE GUARANTEED
DELIVERY PROCEDURES. THE OFFER CONSIDERATION AND CONSENT PAYMENT FOR NOTES
TENDERED PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES WILL BE THE SAME AS THAT
FOR NOTES DELIVERED TO THE DEPOSITARY ON OR BEFORE THE CONSENT DATE OR THE
EXPIRATION DATE, AS APPLICABLE, EVEN IF THE NOTES TO BE DELIVERED PURSUANT TO
THE GUARANTEED DELIVERY PROCEDURES ARE NOT SO DELIVERED TO THE DEPOSITARY, AND
THEREFORE PAYMENT BY THE DEPOSITARY ON ACCOUNT OF SUCH NOTES IS NOT MADE, UNTIL
AFTER THE PAYMENT DATE.
Backup Federal Income Tax Withholding. To prevent backup U.S. federal
income tax withholding, each tendering Holder of Notes must provide the
Depositary with such Holder's correct taxpayer identification number and certify
that such Holder is not subject to backup federal income tax withholding by
completing the Substitute Form W-9 included in the Consent and Letter of
Transmittal.
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tendered Notes or
delivered Consents pursuant to any of the procedures described above will be
determined by the Company, in the Company's sole discretion (which determination
shall be final and binding). The Company reserves the absolute right to reject
any or all tenders of any Notes or deliveries of any Consents determined by it
not to be in proper form or, in the case of Notes, if the acceptance for payment
of, or payment for, such Notes may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the absolute right, in its sole discretion,
to waive any of the conditions of the Offer or any defect or irregularity in any
tender with respect to Notes or delivery with respect to any Consent 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 Offer and the Solicitation (including the Consent and Letter
of Transmittal and the Instructions thereto) shall be final and binding. None of
the Company, the Depositary, the Dealer Manager, Solicitation Agent, the
Trustee, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or will incur any
liability for failure to give any such notification. If the Company waives its
right to reject a defective tender of Notes, the Holder will be entitled to the
Offer Consideration and, if applicable, the Consent Payment.
SECTION 7
WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS
Tenders of Notes may be withdrawn at any time at or prior to the
Consent Date. A valid withdrawal of tendered Notes prior to the Consent Date
shall not be deemed a revocation of the related Consent. If, prior to the
Consent Date, a Holder withdrawing Notes also determines to revoke the Consents
related thereto, the Holder must expressly request the revocation of such
Consents in the communication withdrawing such Notes. Consents may be revoked at
any time on or prior to the Consent Date, but Consents may not be revoked
without withdrawing the previously tendered Notes from the Offer. Consents may
not be revoked, and tender of Notes may not be withdrawn, after the Consent
Date.
If the Company makes a material change in the terms of the Offer or
the Solicitation or the information concerning the Offer or the Solicitation,
the Company will disseminate additional Offer and Solicitation materials and
extend such Offer or, if applicable, the Solicitation, to the extent required by
law. If the Solicitation is amended prior to the Consent Date in a manner
determined by the Company to constitute a material change to the Holders, the
Company promptly will disclose such amendment and, if necessary, extend the
Solicitation for a period deemed by the Company to be adequate to permit Holders
to withdraw their Notes and revoke their Consents.
For a withdrawal of a tender of Notes to be effective, a written,
telegraphic or facsimile transmission notice of withdrawal or a Request Message
(as hereinafter defined) must be received by the Depositary on or prior to the
Consent Date at its address set forth on the back cover of this Statement. Any
such notice of withdrawal must (i) specify the name of the person who tendered
the Notes to be withdrawn, (ii) contain the description of the Notes to be
withdrawn and identify the certificate number or numbers shown on the particular
certificates evidencing such Notes (unless such Notes were tendered by
book-entry transfer) and the aggregate principal amount represented by such
Notes; (iii) be signed by the Holder of such Notes in the same manner as the
original signature on the Consent and Letter of Transmittal by which such Notes
were tendered (including any required signature guarantees), if any, or be
accompanied by (x) documents of transfer sufficient to have the Trustee register
the transfer of the Notes into the name of the person withdrawing such Notes and
(y) a properly completed irrevocable proxy that authorized such person to effect
such revocation on behalf of such Holder, (iv) specify the Note certificate
number (if any), (v) state that such Holder is withdrawing such Holder's
election to have such Notes purchased and (vi) be received by the Depositary at
its address set forth on the back cover herein prior to the Consent Date. In
lieu of submitting a written, telegraphic or facsimile transmission notice of
withdrawal or revocation, DTC participants may electronically transmit a request
for withdrawal or revocation to DTC. DTC will then edit the request and send a
request message (a "Request Message") to the Depositary. If Consents previously
delivered are also to be revoked, the notice of withdrawal described above must
contain the description of the Notes (including certificate number, if
applicable) as to which Consents are to be revoked. If the Notes to be withdrawn
have been delivered or otherwise identified to the Depositary, a written,
telegraphic or facsimile transmission signed notice of withdrawal or Request
Message is effective immediately upon such notice or Request Message even if
physical release is not yet effected. Any Notes properly withdrawn will be
deemed to be not validly tendered for purposes of the Offer. Withdrawn Notes may
be retendered by following one of the procedures described under Section 6
"Procedures for Tendering Notes and Delivering Consents" at any time at or prior
to the Expiration Date.
Withdrawal of Notes with or without revocation of Consents can only be
accomplished in accordance with the foregoing procedures.
All questions as to the validity (including time of receipt) of
notices of withdrawal with or without revocation will be determined by the
Company, in the Company's sole discretion (whose determination shall be final
and binding). None of the Company, the Depositary, the Dealer Manager, the
Solicitation Agent, the Trustee, the Information Agent or any other person will
be under any duty to give notification of any defects or irregularities in any
notice of withdrawal with or without revocation of consents or incur any
liability for failure to give any such notification.
There are no appraisal or other similar statutory rights available to
a Holder of the Notes in connection with the Offer or the Solicitation.
SECTION 8
CONDITIONS TO THE OFFER
Notwithstanding any other provisions of the Offer and in addition to
(and not in limitation of) the Company's rights to extend and/or amend the Offer
at any time, the Company shall not be required to accept for payment, purchase
or pay for, and may delay the acceptance for payment of, any tendered Notes, in
each event subject to Rule 14e-l(c) under the Exchange Act, and may terminate
the Offer, if, at or prior to the Expiration Date, any of the Minimum Tender
Condition, the Supplemental Indenture Condition or the Financing Condition shall
not have been satisfied, or if any of the following (the "General Conditions")
have occurred:
(a) There shall have been any action taken or threatened, or
any statute, rule, regulation, judgment, order, stay, decree or
injunction promulgated, enacted, entered, enforced or deemed applicable
to the Offer, the Proposed Amendments or the purchase of Notes pursuant
to the Offer (the "Purchase") by or before any court or governmental
regulatory or administrative agency or authority or tribunal, domestic
or foreign, which (i) challenges the making of the Offer, the Proposed
Amendments or the Purchase or might directly or indirectly prohibit,
prevent, restrict or delay consummation of the Offer, the Proposed
Amendments or the Purchase or otherwise adversely affects in any
material manner the Offer, the Proposed Amendments or the Purchase or
(ii) in the sole judgment of the Company, could materially adversely
affect the business, condition (financial or otherwise), income,
operations, properties, assets, liabilities or prospects of the Company
and its subsidiaries, taken as a whole, or materially impair the
contemplated benefits of the Offer, the Proposed Amendments or the
Purchase to the Company;
(b) There shall have occurred or be likely to occur any event
affecting the business or financial affairs of the Company that, in the
sole judgment of the Company, would or might prohibit, prevent,
restrict or delay consummation of the Offer, the Proposed Amendments or
the Purchase, or that will, or is reasonably likely to, materially
impair the contemplated benefits of the Offer, the Proposed Amendments
or the Purchase to the Company;
(c) There shall have occurred (i) any general suspension of or
limitation on trading in securities on the New York Stock Exchange, the
American Stock Exchange or in the over-the-counter market (whether or
not mandatory), (ii) any significant adverse change in the price of the
Notes, (iii) a material impairment in the trading market for debt
securities, (iv) a declaration of a banking moratorium or any
suspension of payments in respect of banks by federal or state
authorities in the United States (whether or not mandatory), (v) a
commencement of a war, armed hostilities or other national or
international crisis directly or indirectly relating to the United
States, (vi) any limitation (whether or not mandatory) by any
governmental authority on, or other event having a reasonable
likelihood of affecting, the extension of credit by banks or other
lending institutions in the United States or (vii) any significant
adverse change in United States securities or financial markets
generally or in the case of any of the foregoing existing at the time
of the commencement of the Offer, a material acceleration or worsening
thereof; or
(d) The Trustee shall have objected in any respect to, or
taken any action that could, in the sole judgment of the Company,
adversely affect the consummation of the Offer, the Purchase or the
Company's ability to effect the Proposed Amendments, or shall have
taken any action that challenges the validity or effectiveness of the
procedures used by the Company in soliciting the Consents to the
Proposed Amendments (including the form thereof) or in making the Offer
or the acceptance of the Notes tendered for purchase.
The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances giving rise to
any such condition (including any action or inaction by the Company) and may be
waived by the Company, in whole or in part, at any time and from time to time,
in the sole discretion of the Company. The failure by the Company at any time to
exercise any of the foregoing rights will not be deemed a waiver of any other
right and each right will be deemed an ongoing right which may be asserted at
any time and from time to time.
SECTION 9
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of certain United States federal
income tax consequences of the Offer and the Solicitation and the adoption of
the Proposed Amendments to "U.S. Holders" of Notes. For purposes hereof, a U.S.
Holder means a Holder that is (a) a citizen or resident of the United States,
(b) a corporation created under the laws of the United States or of any
political subdivision thereof, (c) an estate the income of which is subject to
United States federal income taxation regardless of source or (d) a trust if (i)
a court within the United States is able to exercise primary supervision over
the administration of the trust and (ii) one or more United States persons have
the authority to control all substantial decisions of the trust. This discussion
is general in nature, and does not discuss all aspects of U.S. federal income
taxation that may be relevant to a particular U.S. Holder in light of the U.S.
Holder's particular circumstances, or to certain types of U.S. Holders subject
to special treatment under U.S. federal income tax laws (such as insurance
companies, tax-exempt organizations, social institutions, brokers, dealers or
traders in securities or currencies, and taxpayers that are neither citizens nor
residents of the United States, or that are foreign corporations, foreign
partnerships or foreign estates or trusts as to the United States). In addition,
the discussion does not consider the effect of any foreign, state, local or
other tax laws, or any U.S. tax considerations (e.g., estate or gift tax) other
than U.S. federal income tax considerations, that may be applicable to
particular U.S. Holders. Further, this summary assumes that U.S. Holders hold
their Notes as "capital assets" (generally, property held for investment) within
the meaning of section 1221 of the Internal Revenue Code of 1986, as amended
(the "Code").
This summary is based on the Code and applicable Treasury Regulations,
rulings, administrative pronouncements and decisions as of the date hereof, all
of which are subject to change or differing interpretations at any time with
possible retroactive effect.
EACH HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR TO DETERMINE THE
FEDERAL, STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES TO IT OF THE OFFER
AND THE SOLICITATION AND THE ADOPTION OF THE PROPOSED AMENDMENTS.
Tax Considerations for Tendering and Consenting U.S. Holders. The
receipt of the Offer Consideration by a U.S. Holder who tenders its Notes will
be a taxable transaction. In general, such U.S. Holder will recognize taxable
gain or loss equal to the difference between the Offer Consideration (other than
the portion thereof attributable to accrued interest) received and its adjusted
tax basis in the Notes tendered. Gain or loss will be separately computed for
each block of Notes tendered by a U.S. Holder. Gain or loss recognized on the
tender will be capital gain (subject to the market discount rules discussed
below) or loss. In the case of a non-corporate U.S. Holder, the maximum marginal
U.S. federal income tax rate applicable to such gain will be lower than the
maximum marginal U.S. federal income tax rate applicable to ordinary income if
such U.S. Holder's holding period for the Note on the Payment Date exceeds one
year. Any payment received by a U.S. Holder which is attributable to accrued
interest on its Note will be taxable as ordinary income (to the extent not
previously included in income by such U.S. Holder).
In general, subject to a specified de minimis exception, if a U.S.
Holder purchased its Note at a discount from the principal amount of such Note
(i.e., at a "market discount"), such Holder will be required to treat as
ordinary income the lesser of the gain realized on the tender or the market
discount that accrued while it held the Note, less accrued market discount
previously included in ordinary income by such Holder.
The law is unclear with respect to the treatment of the Consent
Payments. The receipt of a Consent Payment by a U.S. Holder may be treated
either as (i) additional consideration received in exchange for tendered Notes,
in which case such payments would be taken into account in the manner described
above, or (ii) as separate consideration for consenting to the Proposed
Amendments, in which case such payments would constitute ordinary income to the
U.S. Holder. The Company intends to treat the Consent Payments for U.S. federal
income tax purposes as additional consideration paid to the U.S. Holders in
exchange for their tendered Notes, although there can be no assurance that the
Internal Revenue Service ("IRS") will not attempt to treat the Consent Payment
as ordinary income.
Tax Considerations for Non-Tendering U.S. Holders. In the case of a
U.S. Holder who does not tender its Notes pursuant to the Offer, the adoption of
the Proposed Amendments will not cause a deemed exchange of the Notes if the
Proposed Amendments do not constitute a significant modification to the terms of
the Notes for U.S. federal income tax purposes as defined in Treasury Regulation
Section 1.1001-3. Treasury Regulation Section 1.1001-3(e)(6) provides that a
modification that deletes or alters "customary accounting or financial
covenants" is not a significant modification. It appears that all of the
Proposed Amendments would delete or alter certain customary accounting or
financial covenants. Accordingly, the adoption of the Proposed Amendments should
not constitute a significant modification and a U.S. Holder who does not tender
its Notes pursuant to the Offer should not recognize any gain or loss, for U.S.
federal income tax purposes, upon the adoption of the Proposed Amendments and
should have the same adjusted tax basis and holding period in the Notes after
the adoption of the Proposed Amendments that such Holder had in the Notes
immediately before such adoption. If, however, the adoption of the Proposed
Amendments were deemed to constitute a significant modification of the terms of
the Notes for U.S. federal income tax purposes, non-tendering Holders would be
deemed to have exchanged their Notes for new modified notes. If an exchange were
deemed to have occurred and such deemed exchange did not qualify as a tax-free
recapitalization, non-tendering Holders would recognize gain or loss on such
deemed exchange (except for amounts attributable to accrued and unpaid interest,
if any, which would be treated as interest for U.S. federal income tax purposes)
and would have a new holding period for the Notes. Such gain or loss would be
capital gain or loss (subject to the market discount rules).
Backup Withholding. The receipt of the Offer Consideration, including
any payment which is attributable to accrued interest, and Consent Payments by a
U.S. Holder who tenders its Notes may be subject to backup withholding at the
rate of 31% with respect to such payment unless such Holder (i) is a corporation
or comes within certain other exempt categories and, when required, demonstrates
this fact or (ii) provides a correct taxpayer identification number, certifies
as to no loss of exemption from backup withholding and otherwise complies with
applicable requirements of the backup withholding rules. Any amount withheld
under these rules will be credited against the U.S. Holder's U.S. federal income
tax liability. A U.S. Holder who does not provide its correct taxpayer
identification number may be subject to penalties imposed by the IRS. To prevent
backup withholding, a Holder that is not an exempt recipient should complete the
Substitute Form W-9 on the Letter of Transmittal certifying that the taxpayer
identification number provided on such form is correct and that such Holder is
not subject to backup withholding.
THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL
INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR U.S. HOLDERS OF NOTES IN
LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATIONS. HOLDERS OF
NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO
THEM OF THE OFFER AND THE SOLICITATION AND THE ADOPTION OF THE PROPOSED
AMENDMENTS, INCLUDING THE EFFECT OF ANY FEDERAL, STATE, LOCAL, FOREIGN OR OTHER
TAX LAWS.
SECTION 10
THE DEALER MANAGER, THE INFORMATION AGENT, THE SOLICITATION AGENT AND THE
DEPOSITARY
Subject to the terms and conditions set forth in a Dealer Manager and
Solicitation Agent Agreement, dated as of August 7, 1998, between the Company
and Credit Suisse First Boston Corporation ("CSFB"), as Dealer Manager and as
Solicitation Agent, the Company has engaged CSFB to act as Dealer Manager (the
"Dealer Manager") in connection with the Offer, and Solicitation Agent (the
"Solicitation Agent") in connection with the Solicitation. In its capacity as
Dealer Manager and Solicitation Agent, CSFB may contact Holders regarding the
Offer and the Solicitation and may request brokers, dealers, commercial banks,
trust companies and other nominees to forward the Statement and related
materials to beneficial owners of Notes. At any given time, CSFB may trade the
Notes of the Company for its own accounts or for the accounts of customers, and
accordingly, may hold a long or short position in the Notes.
The Company has agreed to indemnify the Dealer Manager and
Solicitation Agent against certain liabilities, including certain liabilities
under the federal securities laws. The Dealer Manager and Solicitation Agent
have provided in the past, and/or are currently providing, other investment
banking and financial advisory services to the Company. In this connection, CSFB
and/or one of its affiliates is an agent under the DIMAC Credit Agreement.
Any Holder that has questions concerning the terms of the Offer or the
Solicitation may contact the Dealer Manager and Solicitation Agent at its
address and telephone number set forth on the back cover of this Statement.
MacKenzie Partners, Inc., has been appointed as Information Agent for
the Offer and the Solicitation. Questions and requests for assistance or
additional copies of this Statement, the Consent and Letter of Transmittal or
the Notice of Guaranteed Delivery may be directed to the Information Agent at
the address and telephone numbers set forth on the back cover of this Statement.
Holders of Notes may also contact their broker, dealer, commercial bank or trust
company for assistance concerning the Offer and the Solicitation.
Wilmington Trust Company has been appointed as Depositary for the
Offer. Consents and Letters of Transmittal and all correspondence in connection
with the Offer should be sent or delivered by each Holder or a beneficial
owner's broker, dealer, commercial bank, trust company or other nominee to the
Depositary at the addresses and telephone numbers set forth on the back cover
page of this Statement. Any Holder or beneficial owner that has questions
concerning tender procedures or whose Notes have been mutilated, lost, stolen or
destroyed should contact the Depositary at the addresses and telephone number
set forth on the back cover of this Statement.
SECTION 11
FEES AND EXPENSES
The Company will pay the Dealer Manager, Information Agent and the
Depositary reasonable and customary fees for their services and will reimburse
them for their reasonable out-of-pocket expenses in connection therewith. The
Company will pay brokerage houses and other custodians, nominees and fiduciaries
the reasonable out-of-pocket expenses incurred by them in forwarding copies of
this Statement and related documents to the beneficial owners of Notes.
SECTION 12
SOURCE AND AMOUNT OF FUNDS
The total amount of funds required by the Company to make the Consent
Payments and to purchase all of the Notes pursuant to the Offer, before accrued
and unpaid interest, is estimated to be approximately $110.0 million (assuming
100% of the outstanding principal amount of Notes is tendered prior to the
Consent Date and accepted for payment). The Company intends to finance the Offer
and the Solicitation through capital contributions from DIMAC of a portion of
the proceeds received from the offering of the New Notes.
SECTION 13
MISCELLANEOUS
The Company is not aware of any jurisdiction in which the making of
the Offer and the Solicitation is not in compliance with applicable law. If the
Company becomes aware of any jurisdiction in which the making of the Offer and
the Solicitation would not be in compliance with applicable law, the Company
will make a good faith effort to comply with any such law. If, after such good
faith effort, the Company cannot comply with any such law, the Offer and the
Solicitation will not be made to (nor will tenders of Notes and deliveries of
Consents be accepted from or on behalf of) the Holders residing in such
jurisdiction.
No person has been authorized to give any information or make any
representation on behalf of the Company not contained in this Statement or in
the Consent and Letter of Transmittal and, if given or made, such information or
representation must not be relied upon as having been authorized.
Manually signed facsimile copies of the Consent and Letter of
Transmittal, properly completed and duly executed, will be accepted. The Consent
and Letter of Transmittal, Notes and any other required documents should be sent
or delivered by each Holder or its broker, dealer, commercial bank or other
nominee to the Depositary at one of its addresses set forth below.
<PAGE>
SCHEDULE I
FORMULA FOR CALCULATION OF THE OFFER PRICE AND TOTAL CONSIDERATION
YLD = The Reference Yield equals the sum of the yield on the 6%
U.S. Treasury Note due June 30, 1999 (the "Reference
Security"), as calculated by the Dealer Manager for the
Offer in accordance with standard market practice, based on
the bid price for such Reference Security as of 2:00 p.m.,
New York City time, on the Price Determination Date, as
displayed on the Bloomberg Government Pricing Monitor on
"Page PX3" or any recognized quotation source selected by
the Dealer Manager in its sole discretion if the Bloomberg
Government Pricing Monitor is not available or is manifestly
erroneous, plus 50 basis points, expressed as a decimal
number.
CPN = the Contractual rate of interest payable on a Note as a
decimal number.
N = the number of semi-annual interest payments, based on the
Earliest Redemption Date, from (but not including) the
expected Payment Date, to (and including) the Earliest
Redemption Date.
S = the number of days from and including the semi-annual
interest payment date immediately preceding the expected
Payment Date up to, but not including, the expected Payment
Date. The number of days is computed using the 30/360
day-count method.
CP = $20.00 per Note, which is equal to Consent Payment.
exp = Exponentiate. The term to the left of "exp" is raised to the
power indicated by the term to the right of "exp."
RV = the assumed redemption amount, based on the Earliest
Redemption Date, for each Note per $1,000 principal amount
of a Note.
TOTAL = the applicable Offer Consideration plus the Consent Payment
CONSIDERATION for a Note for $1,000 principal amount of a Note if tender
is made on or prior to 5:00 p.m., New York City time, on the
Consent Date. The Total Consideration is rounded to the
nearest cent.
OFFER = The applicable purchase price of a Note per S 1,000
CONSIDERATION principal amount of a Note if tender is made after 5:00
p.m., New York City time, on the Consent Date. The Offer
Consideration is rounded to the nearest cent.
TOTAL
CONSIDERATION =
<TABLE>
<S> <C> <C> <C> <C>
RV the Riemann sum of the [ $1,000(CPN/2) ] where k equals
- ---------------------- + following fraction [----------------------] one through N - $1,000(CPN/2)(S/180)
(1+ YLD/2)exp(N-S/180) [(1+ YLD/2)exp(k-S/180)]
OFFER
CONSIDERATION =
RV the Riemann sum of the [ $1,000(CPN/2) ] where k equals
- ---------------------- + following fraction [----------------------] one through N - $1,000(CPN/2)(s/180)-CP
(1+ YLD/2)exp(N-S/180) [(1+ YLD/2)exp(k-S/180)]
</TABLE>
<PAGE>
SCHEDULE II
This Schedule provides a hypothetical illustration of the Total
Consideration (i.e., Offer Consideration plus Consent Payment) for the 11-5/8%
Senior Notes, Series B due June 15, 2002 based on hypothetical data, and should,
therefore, be used solely for the purpose of obtaining an understanding of the
calculation of the Total Consideration, as quoted at hypothetical rates and
times, and should not be used or relied upon for any other purpose.
11-5/8% SENIOR NOTES, SERIES B DUE JUNE 15, 2002
Earliest Redemption Date: June 15, 1999
Reference Security: 6 % U.S. Treasury Note due June 30, 1999 as
displayed on the Bloomberg Government Pricing
Monitor on "Page PX3."
Fixed Spread: 0.5% (50 basis points)
Example
Assumed Price Determination 2:00 p.m., New York City time, on September 2,
Date and Time: 1998
Assumed Payment Date: September 10, 1998
Assumed Reference Security
Yield as of Assumed Price
Determination Date and Time: 5.396%
Tender Offer Spread .50%
YLD 5.896%
CPN 11.625%
N 2
S 85
RV $1,058.13
CP $20.00
TOTAL CONSIDERATION $1,097.58
OFFER
CONSIDERATION: $1,077.58
<PAGE>
The Depositary for the Offer and the Solicitation:
WILMINGTON TRUST COMPANY
<TABLE>
<CAPTION>
BY FACSIMILE: BY HAND: BY REGISTERED OR CERTIFIED MAIL OR
by Overnight Courier:
<S> <C> <C>
Wilmington Trust Company Wilmington Trust Company
Corporate Trust Administration Attn: Corporate Trust Operations Wilmington Trust Company
c/o Harris Trust Company Attn: Kristin Long
Facsimile: of New York, as Agent Corporate Trust &
(302) 651-1079 75 Water Street Administration Window
New York, NY 10004 1100 North Market Street
Confirm by Telephone: Rodney Square North
(302) 651-1562 Wilmington, Delaware 19890-0001
Kristin Long
</TABLE>
Any questions or requests for assistance or additional copies of this
Statement, the Consent and Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers and
address listed below. A Holder may also contact either Dealer Manager at its
telephone numbers set forth below or such Holder's broker, dealer, commercial
bank or trust company or nominee for assistance concerning the Offer and the
Solicitation.
The Information Agent for the Offer and the Solicitation is:
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
(800) 322-2885 (Toll Free)
The Dealer Manager for the Offer and the Solicitation Agent
for the Solicitation:
CREDIT ' FIRST
SUISSE ' BOSTON
Eleven Madison Avenue
New York, New York 10010-3629
(212) 325-3290 (collect)
or
(800) 221-1037 (TOLL FREE)
CONSENT AND LETTER OF TRANSMITTAL
TO TENDER AND TO GIVE CONSENT IN RESPECT OF THE
11-5/8% SENIOR NOTES DUE JUNE 15, 2002, SERIES B
OF
AMERICOMM DIRECT MARKETING, INC.
PURSUANT TO THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT
DATED AUGUST 10, 1998
- --------------------------------------------------------------------------------
THIS OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER
4, 1998, OR SUCH LATER TIME AND DATE, WHICH SHALL BE NO EARLIER THAN FIVE
BUSINESS DAYS FOLLOWING THE CONSENT DATE (AS HEREINAFTER DEFINED), TO WHICH THE
OFFER IS EXTENDED (SUCH TIME AND DATE, THE "EXPIRATION DATE"). THE SOLICITATION
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, AUGUST 21, 1998, OR
SUCH LATER TIME AND DATE TO WHICH THE SOLICITATION IS EXTENDED (SUCH TIME AND
DATE, THE "CONSENT DATE"). HOLDERS OF NOTES (AS HEREINAFTER DEFINED) MUST TENDER
THEIR NOTES AND PROVIDE THEIR CONSENTS TO THE PROPOSED AMENDMENTS (AS
HEREINAFTER DEFINED) ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE
OFFER CONSIDERATION AND TENDER THEIR NOTES AND PROVIDE THEIR CONSENTS ON OR
PRIOR TO THE CONSENT DATE IN ORDER TO RECEIVE THE CONSENT PAYMENT (AS
HEREINAFTER DEFINED). THE COMPANY INTENDS TO CAUSE THE EXECUTION OF A
SUPPLEMENTAL INDENTURE CONTAINING THE PROPOSED AMENDMENTS AT OR PROMPTLY
FOLLOWING THE CONSENT DATE. TENDERED NOTES MAY BE WITHDRAWN AND CONSENTS MAY BE
REVOKED AT ANY TIME AT OR PRIOR TO THE CONSENT DATE, BUT NOT THEREAFTER.
- --------------------------------------------------------------------------------
The Depositary for the Offer is:
WILMINGTON TRUST COMPANY
-------------
<TABLE>
<CAPTION>
BY FACSIMILE: BY HAND: BY REGISTERED OR CERTIFIED MAIL OR
BY OVERNIGHT COURIER:
<S> <C> <C>
Wilmington Trust Company Wilmington Trust Company
Corporate Trust Administration Attn: Corporate Trust Operations Wilmington Trust Company
c/o Harris Trust Company Attn: Kristin Long
Facsimile: of New York, as Agent Corporate Trust &
(302) 651-1079 75 Water Street Administration Window
New York, NY 10004 1100 North Market Street
Confirm by Telephone: Rodney Square North
(302) 651-1562 Wilmington, Delaware 19890-0001
Kristin Long
</TABLE>
DELIVERY OF THIS CONSENT AND LETTER OF TRANSMITTAL TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A
VALID DELIVERY.
The instructions contained herein should be read carefully before this
Consent and Letter of Transmittal is completed.
This Consent and Letter of Transmittal and instructions hereto (the
"Consent and Letter of Transmittal") and the Offer to Purchase and Consent
Solicitation Statement (as the same may be amended or supplemented from time to
time, the "Statement") of AmeriComm Direct Marketing, Inc. (formerly National
Fiberstok Corporation), a Delaware corporation (the "Company") constitute (i)
the Company's offer to purchase for cash all of its 11-5/8% Senior Notes due
June 15, 2002, Series B (the "Notes") at the price therefor (the "Purchase
Price") set forth in the Offer and Consent Solicitation Statement, and (ii) the
Company's solicitation (the Solicitation") of consents ("Consents") from
registered holders of Notes ("Holders") to certain proposed amendments to
eliminate or amend certain restrictive convenants and other provisions (the
"Proposed Amendments"), as described in the Offer and Consent Solicitation
Statement, to the indenture dated as of June 15, 1996 (as amended, modified or
supplemented from time to time, the "Indenture"), between the Company and
Wilmington Trust Company, as trustee (the "Trustee"), pursuant to which the
Notes were issued. The offer to purchase the Notes on the terms and subject to
the conditions set forth in the Offer and Consent Solicitation Statement and in
this Consent and Letter of Transmittal (including the Solicitation of Consents
with respect to the Notes) is referred to as the "Offer". Capitalized terms used
but not defined herein have the meanings ascribed to them in the Statement.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE TOTAL CONSIDERATION
PURSUANT TO THE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR NOTES AND
DELIVER (AND NOT REVOKE) THEIR CONSENTS TO THE DEPOSITARY PRIOR TO THE CONSENT
DATE.
This Consent and Letter of Transmittal is to be used by Holders if:
(i) certificates representing Notes are to be physically delivered to the
Depositary herewith by such Holders; (ii) tender of Notes is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Offer and Consent Solicitation Statement under the caption "Procedures for
Tendering Notes and Delivering Consents -- Book-Entry Delivery Procedures" by
any financial institution that is a participant in the Book-Entry Transfer
Facility system and whose name appears on a security position listing as the
owner of Notes (such participants, acting on behalf of Holders, are referred to
herein as "Acting Holders") and an Agent's Message (as defined herein) is not
delivered or (iii) tender of Notes is to be made according to the guaranteed
delivery procedures set forth in the Offer and Consent Solicitation Statement
under the caption "Procedures for Tendering Notes and Delivering Consents --
Guaranteed Delivery". DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
THE UNDERSIGNED HAS COMPLETED, EXECUTED AND DELIVERED THIS CONSENT AND
LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE UNDERSIGNED DESIRES TO TAKE
WITH RESPECT TO THE OFFER AND SOLICITATION. HOLDERS WHO WISH TO TENDER THEIR
NOTES AND CONSENT TO THE SOLICITATION MUST COMPLETE THIS CONSENT AND LETTER OF
TRANSMITTAL IN ITS ENTIRETY.
THE UNDERSIGNED HAS CHECKED THE APPROPRIATE BOXES BELOW AND SIGNED
THIS CONSENT AND LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE UNDERSIGNED
DESIRES TO TAKE WITH RESPECT TO THE OFFER.
IN THE EVENT THAT THE OFFER AND THE SOLICITATION IS TERMINATED OR
OTHERWISE NOT COMPLETED, THE TOTAL CONSIDERATION WILL NOT BE PAID OR BECOME
PAYABLE TO HOLDERS OF THE NOTES WHO HAVE VALIDLY TENDERED THEIR NOTES AND
DELIVERED CONSENTS IN CONNECTION WITH THE OFFER AND SOLICITATION.
HOLDERS WHO TENDER NOTES ARE REQUIRED TO CONSENT TO THE PROPOSED
AMENDMENTS RELATING TO SUCH NOTES IN ORDER TO HAVE SUCH NOTES ACCEPTED FOR
PAYMENT. THE COMPLETION, EXECUTION AND DELIVERY OF THIS CONSENT AND LETTER OF
TRANSMITTAL WILL CONSTITUTE A CONSENT TO THE PROPOSED AMENDMENTS AND TO THE
EXECUTION AND DELIVERY OF THE SUPPLEMENTAL INDENTURE. HOLDERS WHO TENDER THEIR
NOTES IN THE OFFER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSED AMENDMENTS
BY SUCH TENDER. HOLDERS MAY NOT TENDER THEIR NOTES IN THE OFFER WITHOUT
CONSENTING TO THE PROPOSED AMENDMENTS, AND HOLDERS MAY NOT DELIVER CONSENTS
WITHOUT TENDERING NOTES. ANY HOLDER WHO VALIDLY REVOKES A CONSENT WILL BE DEEMED
TO HAVE WITHDRAWN THE PREVIOUSLY TENDERED NOTES TO WHICH SUCH CONSENT RELATES.
HOWEVER, UNLESS A HOLDER EXPRESSLY REVOKES THE CONSENTS IN THE COMMUNICATION
WITHDRAWING THE PREVIOUSLY TENDERED NOTES, SPECIFIED BY A HOLDER, THE VALID
WITHDRAWAL OF A HOLDER'S NOTES PRIOR TO THE CONSENT DATE WILL NOT CONSTITUTE THE
CONCURRENT VALID REVOCATION OF SUCH HOLDER'S CONSENT.
HOLDERS WHO WITHDRAW THEIR NOTES BUT FAIL TO REQUEST THE REVOCATION OF
THEIR CONSENTS SHALL NOT RECEIVE EITHER THE OFFER CONSIDERATION OR THE CONSENT
PAYMENT. NOTES TENDERED AND CONSENTS DELIVERED ON OR PRIOR TO THE EXPIRATION
DATE OR THE CONSENT DATE, AS APPLICABLE, MAY NOT BE WITHDRAWN, AFTER THE
EXPIRATION DATE OR THE CONSENT DATE, AS APPLICABLE. HOLDERS WHO VALIDLY TENDER
THEIR NOTES AND THEREBY DELIVER THEIR CONSENTS SUBSEQUENT TO THE CONSENT DATE
AND ON OR PRIOR TO THE EXPIRATION DATE WILL RECEIVE THE OFFER CONSIDERATION, BUT
WILL NOT RECEIVE ANY CONSENT PAYMENT.
THE OFFER IS MADE UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN THE OFFER AND CONSENT SOLICITATION STATEMENT AND HEREIN. HOLDERS SHOULD
CAREFULLY REVIEW THE INFORMATION SET FORTH THEREIN AND HEREIN.
All capitalized terms used herein and not defined herein shall have
the meaning ascribed to them in the Offer and Consent Solicitation Statement.
A Holder's broker, dealer, commercial bank, trust company or other
nominee can assist in completing this form. The instructions included with this
Consent and Letter of Transmittal must be followed. Questions and requests for
assistance or for additional copies of the Offer and Consent Solicitation
Statement, this Consent and Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Depositary, whose address and telephone number
appear on the back cover of the Offer and Consent Solicitation Statement. See
Instruction 11 below.
<PAGE>
[_] CHECK HERE IF CERTIFICATES FOR TENDERED NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_____________________________________________
If the Notes will be tendered by book-entry transfer at The Depository
Trust Company, please provide the following information:
Account No.:____________________ Transaction Code No.:________________
If Holders desire to tender Notes and thereby deliver Consents pursuant
to the Offer and (i) certificates representing such Notes are not lost but are
not immediately available, (ii) time will not permit this Consent and Letter of
Transmittal, certificates representing such Notes or other required documents to
reach the Depositary prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of such Notes and thereby deliver Consents in
respect of such Notes in accordance with the guaranteed delivery procedures set
forth in the Offer and Consent Solicitation Statement under the caption
"Procedures for Tendering Notes and Delivering Consents -- Guaranteed Delivery."
See Instruction 1 below.
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):___________________________________________
Window Ticket No. (if any):________________________________________________
Date of Execution of Notice of Guaranteed Delivery:________________________
Name of Eligible Institution that Guaranteed Delivery:_____________________
If the Notes will be tendered by book-entry transfer at The Depository
Trust Company, please provide the following information:
Account No.:_______________________ Transaction Code No.:_______________
<PAGE>
List below the Notes to which this Consent and Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate numbers
and principal amounts on a separately executed schedule and affix the schedule
to this Consent and Letter of Transmittal. Tenders of Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES
- ---------------------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE AMOUNT PRINCIPAL AMOUNT
HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON NUMBER(S)* REPRESENTED TENDERED AND AS TO
NOTES WHICH CONSENTS ARE
(PLEASE FILL IN, IF BLANK) GIVEN**
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
TOTAL PRINCIPAL
AMOUNTS OF NOTES
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by Holders tendering by book-entry transfer (see
below).
** Unless otherwise indicated in the column labeled "Principal Amount Tendered
And As To Which Consents Are Given" and subject to the terms and conditions
of the Offer and Consent Solicitation Statement, a Holder will be deemed to
have tendered and consented with respect to the entire aggregate principal
amount represented by the Notes indicated in the column labeled "Aggregate
Principal Amount Represented". See Instruction 3.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Offer, the undersigned
hereby tenders to the Company the principal amount of Notes indicated above and
delivers Consents to the Proposed Amendments and to the execution and delivery
of the supplemental indenture that will give effect to the Proposed Amendments
applicable to the Notes (the "Supplemental Indenture"). By execution hereof, the
undersigned acknowledges receipt of the Offer and Consent Solicitation Statement
which together with this Consent and Letter of Transmittal set forth such terms
and conditions and constitute the Offer.
Subject to, and effective upon, the acceptance for purchase of, and payment
for, the Notes tendered and consents received with this Consent and Letter of
Transmittal, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to the Notes that are
being tendered hereby, waives any and all other rights with respect to the Notes
and releases and discharges the Company from any and all claims such Holder may
have now, or may have in the future, arising out of, or related to, the Notes,
including without limitation any claims that such Holder is entitled to receive
additional principal or interest payments with respect to the Notes or to
participate in any redemption or defeasance of the Notes, or arising out of or
relating to the Proposed Amendments. The undersigned hereby irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the Depositary
also acts as the agent of the Company in connection with the Offer and the
Solicitation) with respect to such Notes, with full power of substitution (such
power-of-attorney being deemed to be an irrevocable power coupled with an
interest), to (i) present such Notes and all evidences of transfer and
authenticity to, or transfer ownership of, such Notes on the account books
maintained by the Book-Entry Transfer Facility to, or upon the order of, the
Company, (ii) present such Notes for transfer of ownership on the books of the
relevant security register, (iii) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Notes, and (iv) deliver to the
Company and the Trustee this Consent and Letter of Transmittal as evidence of
the undersigned's Consent to the Proposed Amendments and to the execution and
delivery of the Supplemental Indenture and as certification that Requisite
Consents to the Proposed Amendments duly executed by Holders have been received,
all in accordance with the terms of and conditions to the Offer and the
Solicitation as described in the Offer and Consent Solicitation Statement and
herein.
The undersigned understands and acknowledges that the Offer will expire at
11:59 p.m., New York City time, on September 4, 1998, unless extended by the
Company in its sole discretion or earlier terminated. In conjunction with the
Offer, the Company is soliciting the Consents of registered Holders of at least
a majority of the aggregate principal amount of the then outstanding Notes (the
"Requisite Consents") to the Proposed Amendments to the Indenture pursuant to
which the Notes were issued.
The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the written Consent, with respect to
the Notes tendered hereby, to the Proposed Amendments and to the execution and
delivery of the Supplemental Indenture as permitted by Section 9.02 of the
Indenture. The undersigned understands that the Consent provided hereby shall
remain in full force and effect until such Consent is revoked in accordance with
the procedure set forth in the Offer and Consent Solicitation Statement and this
Consent and Letter of Transmittal. The Company intends to execute the
Supplemental Indenture as soon as practicable following the later of (i) 5:00
p.m., New York City Time, on August 21, 1998 if on such date at such time the
Company has received the Requisite Consents and (ii) the first date and time
that the Company receives the Requisite Consents.
The undersigned understands that tenders of Notes may be withdrawn by
written notice of withdrawal and that related Consents may be revoked by written
notice of revocation, in each case, received by the Depositary at any time prior
to the Consent Date. Thereafter, subject to certain conditions, Notes may be
withdrawn only if the Offer is terminated or the Notes are not accepted for
purchase by the Company on or before February 26, 1999. Unless otherwise
provided by a Holder in a notice of withdrawal, the valid withdrawal of a
Holder's Notes will not constitute the concurrent revocation of such Holder's
Consent. In the event of a termination of the Offer, Notes tendered pursuant to
the Offer will be returned to the tendering Holder promptly. In addition,
tenders of Notes may be withdrawn and Consents may be revoked if the Offer or
the Solicitation is amended in a manner if the Company reduces either (i) the
principal amount of Notes subject to the Offer or (ii) the Purchase Price, until
the expiration of ten business days after the date that the notice of any such
reduction is first announced, published, given or sent to Holders.
The undersigned understands that all properly completed and executed
Consents and Letters of Transmittal that are received by the Depositary will be
counted as Consents with respect to the Proposed Amendments unless the
Depositary receives a valid written notice of revocation or a Request Message.
The undersigned understands that a notice of revocation of a Consent, to be
valid, must: (i) contain the name of the person who delivered the Consent and
the description of the Notes to which it relates, the certificate number or
numbers of such Notes (unless such Notes were tendered by book-entry delivery)
and the aggregate principal amount represented by such Notes, (ii) be signed by
the registered or Acting Holder thereof in the same manner as the original
signature on this Consent and Letter of Transmittal (including the required
signature guarantee(s)) or be accompanied by evidence, satisfactory to the
Company and the Depositary, that the Holder of Notes revoking the Consent has
succeeded to beneficial ownership of the Notes, (iii) if this Consent and Letter
of Transmittal was executed by a person other than the registered Holder of the
related Notes, be accompanied by a valid proxy signed by such registered Holder
and authorizing the revocation of such Consent and (iv) be received by the
Depositary at the address set forth in the Offer and Consent Solicitation
Statement (1) in the case of a notice of withdrawal permitted by the first
sentence of the preceding paragraph, prior to the Consent Date and (2) in the
case of a notice of withdrawal permitted by the second sentence of the preceding
paragraph, after February 26, 1999. In lieu of submitting a written, telegraphic
or facsimile transmission notice of withdrawal or revocation, DTC participants
may electronically transmit a request for withdrawal or revocation to DTC. DTC
will then edit the request and send a Request Message to the Depositary. If
Consents previously delivered are also to be revoked, the notice of withdrawal
described above must contain the description of the Notes (including certificate
number, if applicable) as to which Consents are to be revoked. If the Notes to
be withdrawn have been delivered or otherwise identified to the Depositary, a
written, telegraphic or facsimile transmission signed notice of withdrawal or
Request Message is effective immediately upon such notice or Request Message
even if physical release is not yet effected. Any Notes properly withdrawn will
be deemed to be not validly tendered for purposes of the Offer. A purported
notice of revocation that lacks any of the required information or is dispatched
to any other address will not be effective to revoke a Consent previously given.
The valid revocation of a Holder's Consent will constitute the concurrent valid
withdrawal of the Notes to which the Consent relates. As a result, a Holder who
validly revokes a previously delivered Consent will not receive the Total
Consideration.
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Offer and Consent Solicitation Statement and in the
instructions hereto and acceptance thereof by the Company will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Offer and the Solicitation.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Notes tendered
hereby and to give the Consent contained herein, and that when such Notes are
accepted for purchase and payment by the Company, the Company will acquire good
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim or right. The undersigned
will, upon request by the Company, the Depositary or the Trustee, execute and
deliver any additional documents deemed by the Company, the Depositary or the
Trustee to be necessary or desirable to complete the sale, assignment and
transfer of the Notes tendered hereby, to perfect the undersigned's Consent to
the Proposed Amendments and to complete the execution of the Supplemental
Indenture.
For purposes of the Offer, the undersigned understands that the Company
will be deemed to have accepted for purchase all Notes validly tendered (or
defectively tendered Notes with respect to which the Company has waived such
defect) on the Expiration Date and not validly withdrawn.
The undersigned understands that, in the event of a defect or irregularity
in connection with tenders of Notes (each of which the Company may waive), the
Company will not be required to accept for purchase any of the Notes defectively
tendered (including any Notes tendered after the Expiration Date). Any Notes not
accepted for purchase will be returned promptly to the undersigned at the
address set forth above, unless otherwise indicated herein under "Special
Delivery Instructions" below.
All authority conferred or agreed to be conferred by this Consent and
Letter of Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Consent and
Letter of Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
The undersigned understands that the delivery and surrender of the Notes is
not effective, and the risk of loss of the Notes does not pass to the
Depositary, until receipt by the Depositary of this Consent and Letter of
Transmittal, or a facsimile hereof, properly completed and duly executed (or, in
the case of a book-entry transfer, an Agent's Message, if applicable, in lieu of
the Consent and Letter of Transmittal), together with all accompanying evidences
of authority and any other required documents in form satisfactory to the
Company. All questions as to form of all documents and the validity (including
time of receipt) and acceptance of tenders and withdrawals of Notes and
deliveries and revocations of Consents will be determined by the Company, in its
sole discretion, which determination shall be final and binding.
Unless otherwise indicated under "Special Payment Instructions," please pay
the Total Consideration or Offer Consideration for the Notes accepted for
purchase and return any Notes not tendered or not purchased, in the name(s) of
the undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail or deliver any Notes not tendered or not accepted
(and accompanying documents, as appropriate) to the undersigned at the address
shown below the undersigned's signature(s). In the event that both "Special
Payment Instructions" and "Special Delivery Instructions" are completed, please
pay the Total Consideration or Offer Consideration for the Notes accepted for
purchase in the name(s) of, and return any Notes not tendered or not accepted
to, the person(s) so indicated. The undersigned recognizes that the Company has
no obligation pursuant to the "Special Payment Instructions" and "Special
Delivery Instructions" to transfer any Notes from the name of the registered
holder(s) thereof if the Company does not accept for payment any of the Notes so
tendered.
<PAGE>
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF NOTES REGARDLESS
OF WHETHER NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
THE COMPLETION, EXECUTION AND DELIVERY OF THIS LETTER OF
TRANSMITTAL WILL BE DEEMED TO CONSTITUTE A CONSENT TO THE PROPOSED
AMENDMENTS.
THIS CONSENT AND LETTER OF TRANSMITTAL MUST BE SIGNED BY THE REGISTERED
HOLDER(S) OF NOTES EXACTLY AS THEIR NAME(S) APPEAR(S) ON CERTIFICATE(S) FOR
NOTES OR, IF TENDERED BY A PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY,
EXACTLY AS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE
OWNER OF NOTES, OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY
ENDORSEMENTS ON CERTIFICATES FOR NOTES OR BY PROPERLY COMPLETED BOND POWERS
TRANSMITTED WITH THIS CONSENT AND LETTER OF TRANSMITTAL. ENDORSEMENTS ON NOTES
AND SIGNATURES ON BOND POWERS BY REGISTERED HOLDERS NOT EXECUTING THIS CONSENT
AND LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. SEE
INSTRUCTION 4 BELOW. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR,
GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A
FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST SET FORTH HIS OR HER FULL
TITLE BELOW UNDER "CAPACITY" AND SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF
SUCH PERSON'S AUTHORITY TO SO ACT. SEE INSTRUCTION 4 BELOW.
IF THE SIGNATURE APPEARING BELOW IS NOT OF THE REGISTERED HOLDER(S) OF THE
NOTES, THEN THE REGISTERED HOLDER(S) MUST SIGN A CONSENT PROXY, WHICH SIGNATURE
MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. THE CONSENT PROXY SHOULD
ACCOMPANY THIS CONSENT AND LETTER OF TRANSMITTAL.
X__________________________________________________________________________
(SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY)
X__________________________________________________________________________
(SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY)
Dated: ______________________, 1998
Name(s):___________________________________________________________________
(PLEASE PRINT)
Capacity: __________________________
Address:___________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.:_______________________________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
SIGNATURE GUARANTEE
(SEE INSTRUCTION 3 BELOW)
(CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION)
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURE)
- --------------------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE)
OF FIRM)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
Dated:_________________________, 1998
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------------------ ---------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 2, 3, 4 AND 6) (SEE INSTRUCTION 2, 3, 4 AND 6)
To be completed ONLY if the To be completed ONLY if
Purchase Price is to be paid to the Notes not accepted in the
someone other than the tendering Offer, or certificates
Holder. Unless another person(s) evidencing principal amounts
is designated under "Special not being tendered, are to be
Delivery Instructions" below, delivered in the name of
Notes not accepted in the Offer, someone other than the
or certificates evidencing tendering Holder or to the
principal amounts not being person(s) designated above
tendered, will also be delivered under "Special Payment
to the person(s) designated herein. Instructions".
Pay the Purchase Price to:
Name:___________________________ Name:____________________________
(PLEASE PRINT) (PLEASE PRINT)
Address:________________________ Address:_________________________
________________________________ _________________________________
(INCLUDING ZIP CODE) (INCLUDING ZIP CODE)
- --------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL
SECURITY NUMBER
(ALSO COMPLETE SUBSTITUTE FORM W-9)
- ------------------------------------ ---------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER AND THE SOLICITATION
1. DELIVERY OF THIS CONSENT AND LETTER OF TRANSMITTAL AND CERTIFICATES
FOR NOTES OR BOOK-ENTRY CONFIRMATIONS; GUARANTEED DELIVERY PROCEDURES;
WITHDRAWAL OF TENDERS. To tender Notes and to deliver Consents pursuant to the
Offer and the Solicitation, physical delivery of certificates for Notes or a
confirmation of any book-entry transfer into the Depositary's account with the
Book-Entry Transfer Facility of Notes tendered electronically, as well as a
properly completed and duly executed copy or facsimile of this Consent and
Letter of Transmittal (including, if the person executing this Consent and
Letter of Transmittal is not the registered Holder of the notes tendered, a
Consent Proxy executed by such registered Holder), or an Agent's Message (as
defined), if applicable, in lieu of the Consent and Letter of Transmittal, and
any other documents required by this Consent and Letter of Transmittal, must be
received by the Depositary at its address set forth herein prior to the Consent
Date or Expiration Date. Tenders of Notes in the Offer will be accepted in
accordance with the procedures described in the preceding sentence and otherwise
in compliance with this Consent and Letter of Transmittal. The term "Agent's
Message" means a message transmitted by the Book-Entry Transfer Facility to, and
received by, the Depositary and forming a part of a Book-Entry Confirmation,
which states that the Book-Entry Transfer Facility has received an express
acknowledgment from the participant in the Book-Entry Transfer Facility
tendering the Notes that such participant has received and agrees to be bound by
the terms of the Consent and Letter of Transmittal (or, in the case of an
Agent's Message relating to guaranteed delivery, that such participant has
received and agrees to be bound by the applicable Notice of Guaranteed Delivery)
and that the Company may enforce such agreement against the participant. The
method of delivery of this Consent and Letter of Transmittal, Notes and all
other required documents to the Depositary is at the election and risk of
Holders. If such delivery is by mail, it is suggested that Holders use properly
insured registered mail, return receipt requested, and that the mailing be made
sufficiently in advance of the Offer Termination Date, to permit delivery to the
Depositary prior to such date. Instead of delivery by mail, it is recommended
that Holders use an overnight or hand delivery service. Except as otherwise
provided below, the delivery will be deemed made when actually received or
confirmed by the Depositary. THIS CONSENT AND LETTER OF TRANSMITTAL AND NOTES
SHOULD BE SENT ONLY TO THE DEPOSITARY, NOT TO THE COMPANY OR TO THE BOOK-ENTRY
TRANSFER FACILITY.
If Holders desire to tender Notes and thereby deliver Consents pursuant
to the Offer and (i) certificates representing such Notes are not lost but are
not immediately available, (ii) time will not permit this Consent and Letter of
Transmittal, certificates representing Notes and all other required documents to
reach the Depositary prior to the Consent Date or Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Consent Date
or Expiration Date, such Holders may effect a tender of Notes and thereby
deliver Consents in accordance with the guaranteed delivery procedures set forth
in the Offer and Consent Solicitation Statement under the caption "Procedures
for Tendering Notes -- Guaranteed Delivery".
Pursuant to the guaranteed delivery procedures:
(a) such tender and delivery must be made by or through an
"Eligible Institution" that is a participant in the Security Transfer
Agents Medallion Program or the Stock Exchange Medallion Program.
(b) on or prior to the Offer Termination Date, the Depositary
must have received from such Eligible Institution, at the address of
the Depositary set forth herein, a properly completed and duly executed
Notice of Guaranteed Delivery (by manually signed facsimile
transmission, mail or hand delivery) in substantially the form provided
by the Company (which Notice of Guaranteed Delivery will also
constitute the Consent of such Holder to the Proposed Amendments to the
Indenture and to the execution and delivery of the Supplemental
Indenture), setting forth the name(s) and address(es) of the registered
or Acting Holder(s), the registered number(s) of such Notes, the
principal amount of Notes being tendered together with a statement that
the Consent in respect of such Notes is being made thereby and
guaranteeing that, within two NYSE trading days after the date of the
Notice of Guaranteed Delivery, a properly completed and duly executed
Consent and Letter of Transmittal (or a manually signed facsimile
thereof) together with certificates representing the Notes (or
confirmation of book-entry transfer of such Notes into the Depositary's
account with the Book-Entry Transfer Facility and, if applicable, an
Agent's Message in lieu of the Consent and Letter of Transmittal), and
any other documents required by this Consent and Letter of Transmittal
(including, if the person executing this Consent and Letter of
Transmittal is not the registered Holder of the Notes tendered, a
Consent Proxy executed by such registered Holder) and the instructions
hereto, will be deposited by such Eligible Institution with the
Depositary; and
(c) this Consent and Letter of Transmittal (or a manually
signed facsimile hereof), properly completed and duly executed with any
required signature guarantees, together with certificates for all
physically delivered Notes in proper form for transfer (or confirmation
of book-entry transfer of such Notes into the Depositary's account with
the Book-Entry Transfer Facility and, if applicable, an Agent's Message
in lieu of the Consent and Letter of Transmittal) and any other
required documents (including, if the person executing this Consent and
Letter of Transmittal is not the registered Holder of the Notes
tendered, a Consent Proxy executed by such registered Holder) must be
received by the Depositary within two NYSE trading days after the date
of the Notice of Guaranteed Delivery.
Notes tendered and Consent thereby delivered prior to the Expiration
Date or the Consent Date, as applicable, may not be withdrawn after the
Expiration Date or the Consent Date, as applicable. Notice of withdrawal of
tendered Notes related Consents, to be valid, must (i) specify the name of the
person who deposited the Notes to be withdrawn (the "Depositor"), and/or the
name in which the Notes are registered (or, if tendered by book-entry transfer,
the name of the participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of such Notes), if different
from that of the Depositor, (ii) specify the principal amount of Notes to be
withdrawn, (iii) be signed by the Depositor in the same manner as the original
signature on this Consent and Letter of Transmittal (including, in any case, any
required signature guarantee(s)) or be accompanied by evidence satisfactory to
the Company and the Depositary that the person withdrawing the tender has
succeeded to beneficial ownership of the Notes, (iv) specify the Note
certificate number (if any), (v) state that such Holder is withdrawing his
election to have such Notes purchased and (vi) be received by the Depositary at
its address set forth herein prior to the Consent Date. If certificates have
been delivered or otherwise identified (through confirmation of book-entry
transfer of such Notes) to the Depositary, the name of the registered or Acting
Holder and the certificate number or numbers relating to such Notes withdrawn
(or, in the case of Notes transferred by book-entry transfer, the name and
number of the account at the Book-Entry Transfer Facility to be credited with
withdrawn Notes) must also be furnished to the Depositary as aforesaid prior to
the physical release of the certificates for the withdrawn Notes (or the
crediting of such Notes by book-entry transfer). Unless otherwise provided by a
Holder in a notice of withdrawal, the valid withdrawal of a Holder's Notes will
not constitute the concurrent revocation of such Holder's Consent. The valid
revocation of a Holder's Consent will constitute the concurrent valid withdrawal
of the Notes to which the Consents relate.
2. CONSENT TO PROPOSED AMENDMENTS; REVOCATION OF CONSENTS. In
accordance with the Offer and Consent Solicitation Statement, all properly
completed and executed Consents and Letters of Transmittal consenting to the
Proposed Amendments that are received by the Depositary prior to the Consent
Date will be counted as Consents with respect to the Proposed Amendments. Notice
of revocation of a Consent, to be valid must (i) be received by the Depositary
at the address set forth herein prior to the Consent Date; (ii) specify the name
of the person who delivered the Consent and the description of the Notes to
which it relates, the certificate number or numbers of such Notes (unless such
Notes were tendered by book-entry delivery) and the aggregate principal amount
represented by such Notes, (iii) be signed by the registered or Acting Holder
thereof in the same manner as the original signature on this Consent and Letter
of Transmittal (including the required signature guarantee(s), or be accompanied
by evidence satisfactory to the Company and the Depositary that the Holder
revoking the Consent has succeeded to beneficial ownership of the Notes and (iv)
if the Consent and Letter of Transmittal was executed by a person other than the
registered Holder of the related Notes, be accompanied by a valid proxy signed
by such registered holder and authorizing the revocation of such Consent. A
purported notice of revocation that lacks any of the required information or is
dispatched to any other address will not be effective to revoke a Consent
previously given. The valid revocation of a Holder's Consent will constitute the
concurrent valid withdrawal of the Notes to which the Consent relates.
3. PARTIAL TENDERS AND CONSENTS. Tenders of Notes and delivery of
Consents pursuant to the Offer and the Solicitation will be accepted only in
respect of principal amounts equal to $1,000 or integral multiples thereof. If
less than the entire principal amount of any Notes evidenced by a submitted
certificate is tendered, the tendering Holder must fill in the principal amount
tendered in the last column of the box entitled "Description of Notes" herein.
The entire principal amount represented by the certificates for all Notes
delivered to the Depositary will be deemed to have been tendered, and a related
Consent in respect thereof given, unless otherwise indicated. If the entire
principal amount of all Notes is not tendered or not accepted for purchase, the
Notes representing such untendered amount and respect of which a Consent is not
given will be sent (or, if tendered by book-entry transfer, returned by credit
to the account at the Book-Entry Transfer Facility) to the registered or Acting
Holder at his or her registered address unless otherwise provided in the
appropriate box on this Consent and Letter of Transmittal (see Instruction 5),
promptly after the Notes are accepted for purchase.
4. SIGNATURES ON THIS CONSENT AND LETTER OF TRANSMITTAL, BOND POWERS
AND ENDORSEMENT; GUARANTEE OF SIGNATURES. If this Consent and Letter of
Transmittal (or facsimile hereof) is signed by the registered Holder(s) of the
Notes tendered hereby and with respect to which the Consent is given, the
signature(s) must correspond with the name(s) as written on the face of the
certificate(s) without alteration, enlargement or any change whatsoever. If this
Consent and Letter of Transmittal is signed by a participant in the Book-Entry
Transfer Facility whose name is shown as the owner of the Notes tendered hereby,
the signature must correspond with the name shown on the security position
listing as the owner of the Notes.
IF THIS CONSENT AND LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR
ENTITY WHO IS NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A
CONSENT PROXY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY AN
ELIGIBLE INSTITUTION.
If any of the Notes tendered hereby (and with respect to which the
Consent is given) are registered in the name of two or more Holders, all such
Holders must sign this Consent and Letter of Transmittal. If any tendered Notes
are registered in different names on several certificates, it will be necessary
to complete, sign and submit as many separate copies of this Consent and Letter
of Transmittal and any necessary accompanying documents (including Consent
Proxies) as there are different names in which certificates are held.
If this Consent and Letter of Transmittal is signed by the registered
or Acting Holder, and the certificates for any principal amount of Notes not
tendered or not accepted for purchase are to be issued (or if any principal
amount of Notes that is not tendered or not accepted for purchase is to be
reissued or returned) to or, if tendered by book-entry transfer, credited to the
account at the Book-Entry Transfer Facility of the registered or Acting Holder,
and checks for payments of the Purchase Price to be made in connection with the
Offer are to be issued to the order of, the registered or Acting Holder, then
the registered or Acting Holder need not endorse any certificates for tendered
Notes nor provide a separate bond power. In any other case (including if this
Consent and Letter of Transmittal is not signed by the registered or Acting
Holder), the registered or Acting Holder must either properly endorse the
certificates for Notes tendered or transmit a separate properly completed bond
power with this Consent and Letter of Transmittal in either case, executed
exactly as the name(s) of the registered Holder(s) appear(s) on such Notes (or,
with respect to a participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Notes, exactly as the
name(s) of the participant(s) appear(s) on such security position listing), with
the signature on the endorsement or bond power guaranteed by an Eligible
Institution, unless such certificates or bond powers are executed by an Eligible
Institution.
If this Consent and Letter of Transmittal, Consent Proxies or any
certificates for Notes or bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and proper evidence satisfactory to the Company of their
authority so to act must be submitted with this Consent and Letter of
Transmittal.
Endorsements on certificates for Notes and signatures on bond powers
and Consent Proxies provided in accordance with this Instruction 4 by registered
Holders not executing this Consent and Letter of Transmittal must be guaranteed
by an Eligible Institution.
No signature guarantee is required if (i) this Consent and Letter of
Transmittal is signed by the registered Holder(s) of the Notes tendered herewith
(or by a participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Notes) and payment of the Total
Consideration or Offer Consideration is to be made, or any Notes for principal
amounts not tendered or not accepted for purchase are to be issued, directly to
such Holder(s) (or, if tendered by a participant in the Book-Entry Transfer
Facility any Notes for principal amounts not tendered or not accepted for
purchase are to be credited to such participant's account at the Book-Entry
Transfer Facility) and neither the "Special Payment Instructions" box nor the
"Special Delivery Instructions" box of this Consent and Letter of Transmittal
has been completed or (ii) such Notes are tendered and Consents thereby
delivered for the account of an Eligible Institution. In all other cases, all
signatures on Consents and Letters of Transmittal and endorsements on
certificates, signatures on bond powers and Consent Proxies (if any)
accompanying Notes must be guaranteed by an Eligible Institution.
5. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. If the Purchase
Price is to be paid in the name of someone other than the tendering Holder, the
tendering Holder must fill in the information in the box entitled "Special
Payment Instructions". If the Notes not accepted in the Offer, or certificates
evidencing principal amounts not being tendered, are to be delivered in the name
of someone other than the tendering Holder, the tendering Holder must fill in
the information in the box entitled "Special Delivery Instructions". In the case
of issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated. Unless a different person(s)
is indicated in the box entitled "Special Delivery Instructions", Notes not
accepted in the Offer, or certificates evidencing principal amounts not being
tendered, will be delivered in the name of the person(s) designated in the box
entitled "Special Payment Instructions".
6. TAXPAYER IDENTIFICATION NUMBER. Each tendering Holder is required to
provide the Depositary with the Holder's correct taxpayer identification number
("TIN"), generally the Holder's social security or federal employer
identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below, or, alternatively, to establish another basis
for exemption from backup withholding. A Holder must cross out item (2) in the
Certification box on Substitute Form W-9 if such Holder is subject to backup
withholding. Failure to provide the information on the form may subject the
tendering Holder to 31% federal income tax backup withholding on the payments
made to the Holder or other payee with respect to Notes purchased pursuant to
the Offer. The box in Part 3 of the form should 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 and the Depositary
is not provided with a TIN prior to the payment of the Total Consideration or
Offer Consideration, the Depositary will withhold 31% on all such payments of
the Total Consideration or Offer Consideration. If the tendering Holder provides
the Depositary with a certified TIN within 60 days, the amount withheld shall be
refunded by the Depositary.
7. TRANSFER TAXES. The Company will pay all transfer taxes applicable
to the purchase and transfer of Notes pursuant to the Offer, except in the case
of certificates for Notes for principal amounts not tendered or not accepted for
payment that are to be registered or issued in the name of any person other than
the registered or Acting Holder of Notes tendered thereby.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Consent and
Letter of Transmittal.
8. VALIDITY OF TENDERS. All questions as to the form of all documents
and the validity, eligibility (including time of receipt) and acceptance of all
tenders and withdrawals of Notes and deliveries and revocations of Consents will
be determined by the Company, in its sole discretion, which determination shall
be final and binding. ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF NOTES OR
CONSENTS WILL NOT BE CONSIDERED VALID. The Company reserves the absolute right
to reject any or all tenders of Notes and deliveries of Consents in respect of
Notes that are not in proper form or the acceptance of which would, in the
Company's opinion, be unlawful. The Company also reserves the right to waive any
defects, irregularities or conditions of tender as to particular Notes and of
delivery as to accompanying Consents. The Company's interpretations of the terms
and conditions of the Offer (including the instructions in this Consent and
Letter of Transmittal), as such documents may be amended or supplemented, will
be final and binding on all parties. Any defect or irregularity in connection
with tenders of Notes and deliveries of Consents must be cured within such time
as the Company determines, unless waived by the Company. Tenders of Notes and
deliveries of Consents shall not be deemed to have been made until all defects
and irregularities have been waived by the Company or cured. A defective tender
of Notes (which defect is not waived by the Company) will not constitute a valid
Consent. All tendering Holders, by execution of this Consent and Letter of
Transmittal or a facsimile hereof, waive any right to receive notice of the
acceptance of their Notes for purchase or the effectiveness of the Proposed
Amendments. Although the Company intends to notify Holders of defects or
irregularities with respect to tenders of Notes, none of the Company, the
Depositary, the Trustee or any other person will be under any duty to give
notice of any defects or irregularities in tenders of Notes and deliveries of
accompanying Consents, or will incur any liability to Holders for failure to
give any such notice.
9. WAIVER OF CONDITIONS. The Company expressly reserves the absolute
right, in its sole discretion, to amend or waive any of the conditions to the
Offer or Solicitation in the case of any Notes tendered and Consents delivered,
in whole or in part, at any time and from time to time.
10. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR NOTES. Any
Holder whose certificates for Notes have been mutilated, lost, stolen or
destroyed should write to or telephone the Trustee at the address or telephone
number set forth in the Offer and Consent Solicitation Statement.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating
to the procedure for tendering Notes, consenting to the Proposed Amendments,
requests for assistance or additional copies of the Offer and Consent
Solicitation Statement, this Consent and Letter of Transmittal and any other
documents related to the Offer may be directed to the Depositary, whose address
and telephone number appears on the back cover of the Offer and Consent
Solicitation Statement. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a Holder whose tendered Notes are
accepted for payment is required to provide the Depositary (as payer) with such
Holder's correct TIN on Substitute Form W-9 below or otherwise establish a basis
for exemption from backup withholding. If such Holder is an individual, the TIN
is his social security number. If the Depositary is not provided with the
correct TIN, a $50 penalty may be imposed by the Internal Revenue Service
("IRS"), and payments made to such Holder with respect to Notes purchased
pursuant to the Offer may be subject to backup withholding.
Certain Holders (including, among others, all corporations and,
generally, foreign individuals that provide appropriate certification) are not
subject to these backup withholding and reporting requirements. Payments by a
non-U.S. office of a non- U.S. broker will not be subject to backup withholding.
Where a payment is potentially subject to backup withholding, in order for a
foreign individual to qualify as an exempt recipient, such individual must
generally submit an IRS Form W-8, signed under penalties of perjury, attesting
to such individual's exempt status. A Form W-8 is available from the Depositary.
See the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Depositary is required to withhold
31% of any payments made to the Holder or other payee. Backup withholding is not
an additional Federal income tax. Rather, the Federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Notes
purchased pursuant to the Offer, the Holder is required to provide the
Depositary with (i) the Holder's correct TIN by completing the form below,
certifying that the TIN provided on Substitute Form W-9 is correct (or that such
Holder is awaiting a TIN) and that (A) such Holder is exempt from backup
withholding, (B) the Holder has not been notified by the IRS that the Holder is
subject to backup withholding as a result of failure to report all interest or
dividends or (C) the IRS has notified the Holder that the Holder is no longer
subject to backup withholding and (ii) if applicable, an adequate basis for
exemption.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the Holder. If the Notes
are held in more than one name or are held not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
<PAGE>
- -------------------------------------------------------------------------------
PAYER'S NAME: WILMINGTON TRUST COMPANY
- -------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE
BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW -------------------
FORM W-9 SOCIAL SECURITY
NUMBER
For individuals, this is your social OR
security number ("SSN"). Resident aliens
that do not have or are not eligible to
receive a SSN may use their individual -------------------
TIN. For other entities, this is your EMPLOYER
employer identification number ("EIN"). IDENTIFICATION
For sole proprietorships, either your SSN NUMBER(S)
or EIN may be used. Refer to the chart on
page 1 of the Guidelines for Certification
of Taxpayer Identification Number on
Substitute Form W-9 (the "Guidelines") for
further clarification. If you do not have
a TIN, see instructions on how to obtain a
TIN on page 2 of the Guidelines, check the
appropriate box in Part 3 below indicating
that you are awaiting a TIN and certify by
signing and dating below.
------------------------------------------------------------------
DEPARTMENT
OF THE PART 2 -- CERTIFICATION -- Under penalties PART 3 --
TREASURY of perjury, I certify that:
(1) The number shown on this form is
my correct Taxpayer Identification Awaiting TIN |_|
INTERNAL Number (or I am waiting for a number
REVENUE to be issued to me) and
SERVICE (2) I am not subject to backup
withholding either because: (a) I am
exempt from backup withholding, (b)
PAYER'S I have not been notified by the
REQUEST FOR Internal Revenue Service (the "IRS")
TAXPAYER that I am subject to backup
IDENTIFICATION withholding as a result of failure
NUMBER (TIN) 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. However, if after being notified by the IRS
that you were subject to backup withholding, you received another
notification from the IRS stating that you are no longer subject to
backup withholding, do not cross out such item (2).
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO
ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
REQUIRED TO AVOID BACKUP WITHHOLDING.
SIGNATURE______________ DATE ______________
NAME (Please Print):_______________________________________________
ADDRESS (Please Print)_____________________________________________
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE W-9 FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER SUBSTITUTE FORM W-9" FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (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 reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number within
sixty (60) days.
SIGNATURE_________________________________________________ DATE________________
NAME (PLEASE PRINT)_______________________________________
ADDRESS (PLEASE PRINT)____________________________________
- --------------------------------------------------------------------------------
NOTICE OF GUARANTEED DELIVERY
To Tender and Consent in Respect of
11-5/8% Senior Notes due June 15, 2002, Series B
of
AMERICOMM DIRECT MARKETING, INC.
Pursuant to the
Offer to Purchase and Consent Solicitation Statement
dated August 10, 1998
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to tender the 11-5/8% Senior Notes due June 15, 2002, Series B (the
"Notes") of AmeriComm Direct Marketing, Inc. (formerly National Fiberstok
Corporation) (the "Company") pursuant to the Offer (as defined below) and
consent to the Proposed Amendments if (i) certificates representing such Notes
are not lost but are not immediately available, (ii) time will not permit the
Consent and Letter of Transmittal with respect to the Notes (the "Consent and
Letter of Transmittal"), certificates representing Notes and all other required
documents to reach Wilmington Trust Company (the "Depositary") prior to the
Consent Date or Expiration Date, as applicable, or (iii) the procedures for
book-entry transfer cannot be completed prior to the Consent Date or the
Expiration Date, as applicable. This Notice of Guaranteed Delivery may be
delivered by hand or mail or transmitted by telegram or facsimile transmission
to the Depositary. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Statement and the Consent and Letter of
Transmittal.
- --------------------------------------------------------------------------------
THIS OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER
4, 1998, OR SUCH LATER TIME AND DATE, WHICH SHALL BE NO EARLIER THAN FIVE
BUSINESS DAYS FOLLOWING THE CONSENT DATE (AS HEREINAFTER DEFINED), TO WHICH THE
OFFER IS EXTENDED (SUCH TIME AND DATE, THE "EXPIRATION DATE"). THE SOLICITATION
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, AUGUST 21, 1998, OR
SUCH LATER TIME AND DATE TO WHICH THE SOLICITATION IS EXTENDED (SUCH TIME AND
DATE, THE "CONSENT DATE"). HOLDERS OF NOTES (AS HEREINAFTER DEFINED) MUST TENDER
THEIR NOTES AND PROVIDE THEIR CONSENTS TO THE PROPOSED AMENDMENTS (AS
HEREINAFTER DEFINED) ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE
OFFER CONSIDERATION AND TENDER THEIR NOTES AND PROVIDE THEIR CONSENTS ON OR
PRIOR TO THE CONSENT DATE IN ORDER TO RECEIVE THE CONSENT PAYMENT (AS
HEREINAFTER DEFINED). THE COMPANY INTENDS TO CAUSE THE EXECUTION OF A
SUPPLEMENTAL INDENTURE CONTAINING THE PROPOSED AMENDMENTS AT OR PROMPTLY
FOLLOWING THE CONSENT DATE. TENDERED NOTES MAY BE WITHDRAWN AND CONSENTS MAY BE
REVOKED AT ANY TIME AT OR PRIOR TO THE CONSENT DATE, BUT NOT THEREAFTER.
- --------------------------------------------------------------------------------
The Depositary for the Offer is:
WILMINGTON TRUST COMPANY
<TABLE>
<CAPTION>
BY FACSIMILE: BY HAND: BY REGISTERED OR CERTIFIED
MAIL OR BY OVERNIGHT COURIER:
<S> <C> <C>
Wilmington Trust Company Wilmington Trust Company
Corporate Trust Administration Attn: Corporate Trust Wilmington Trust Company
Operations Attn: Kristin Long
Facsimile: c/o Harris Trust Company Corporate Trust &
(302) 651-1079 of New York, as Agent Administration Window
75 Water Street 1100 North Market Street
Confirm by Telephone: New York, NY 10004 Rodney Square North
(302) 651-1562 Wilmington, Delaware
Kristin Long 19890-0001
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE
TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE
ON A CONSENT AND LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN
"ELIGIGLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE CONSENT
AND LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the
Offer to Purchase and Consent Solicitation Statement (as the same may be amended
or supplemented from time to time, the "Statement") of the Company, and the
accompanying Consent and Letter of Transmittal and instructions thereto (the
"Consent and Letter of Transmittal"), which together constitute the Company's
Solicitation of Consents and offer to purchase for cash all of the Notes, upon
the terms and subject to the conditions set forth in the Statement and the
Consent and Letter of Transmittal (the "Offer").
Upon the terms and subject to the conditions of the Statement and the
Consent and Letter of Transmittal, the undersigned hereby delivers Consents and
tenders to the Company the principal amount of Notes indicated below pursuant to
the guaranteed delivery procedures described in the Statement under the caption
"Procedures for Tendering Notes and Delivering Consents -- Guaranteed Delivery".
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under the Consent and Letter
of Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
<PAGE>
PLEASE SIGN AND COMPLETE
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Notes exactly as their name(s) appear(s) on certificate(s) for
Notes or, if tendered by a participant in the Book-Entry Transfer Facility,
exactly as such participant's name appears on a security position listing it as
the owner of such Notes, or by person(s) authorized to become registered
holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person must set forth his or her
name, address and capacity as indicated below and submit evidence satisfactory
to the Company of such person's authority so to act.
- ------------------------------------------ ---------------------------------
Aggregate Principal Amount of Notes Name(s) of Registered Holder(s):
Tendered: _________________________________
__________________________________________ _________________________________
Certificate Nos. (if available):__________ Address of Registered Holder(s)
Window Ticket No. (if any):_______________ including the Zip Code:
_________________________________
If the Notes will be tendered by book-entry _________________________________
transfer at The Depository Trust Company, Area Code and Tel. No.:__________
please provide the following information: Name(s) of Authorized Signatory:
_________________________________
Account Number:___________________________ _________________________________
Transaction Code Number:__________________ Capacity:________________________
Dated:____________________________________ Address of Authorized Signatory:
_________________________________
_________________________________
Area Code and Tel. No.:__________
Signature(s) of Registered Holder
or Authorized Signatory:
_________________________________
_________________________________
- ------------------------------------------ ---------------------------------
<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member of the Security Transfer Agents Medallion
Program or the Stock Exchange Medallion Program (an "Eligible Institution")
hereby (i) represents that each holder of Notes on whose behalf this tender is
being made "own(s)" the Notes tendered hereby within the meaning of Rule 14e-4
under the Securities Exchange Act of 1934, as amended, (ii) represents that such
tender of Notes complies with such Rule 14e-4 and (iii) guarantees to deliver to
the Depositary either the certificates representing the Notes tendered hereby,
in proper form for transfer, or a Book-Entry Confirmation (as defined in the
Statement) of a transfer of such Notes, in any such case together with a
properly completed and duly executed Consent and Letter of Transmittal, or a
manually signed facsimile thereof, with any required signature guarantees, and
any other documents required by the Consent and Letter of Transmittal within two
New York Stock Exchange trading days after the date hereof.
The Eligible Institution that completes this form must communicate the guarantee
to the Depositary and must deliver the Consent and Letter of Transmittal and
certificates for the Notes to the Depositary within the time period shown
herein. Failure to do so could result in financial loss to such Eligible
Institution.
- --------------------------------------------------------------------------------
Name of Firm: ______________________
_________________________________
Address:____________________________ (Authorized Signature)
Name:____________________________
____________________________________
(including Zip Code) Title:___________________________
Date_____________________________
Area Code and Tel. No.:_____________
- --------------------------------------------------------------------------------
NOTE: DO NOT SEND NOTES WITH THIS NOTICE. NOTES SHOULD BE SENT TO THE
DEPOSITARY TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED CONSENT
AND LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
<PAGE>
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly
completed and duly executed copy of this Notice of Guaranteed Delivery and any
other documents required by this Notice of Guaranteed Delivery must be received
by the Depositary at its address set forth herein prior to the Consent Date or
the Expiration Date, as applicable. The method of delivery of this Notice of
Guaranteed Delivery and any other required documents to the Depositary is at the
election and risk of the Holder. If delivery is by mail, it is suggested that
Holders use properly insured registered mail, return receipt requested, properly
insured, and that the mailing be made sufficiently in advance of the Consent
Date or the Expiration Date, as applicable, to permit delivery to the Depositary
prior to such date. Instead of delivery by mail, it is recommended that Holders
use an overnight or hand delivery service. Delivery will be deemed made when
actually received or confirmed by the Depositary. For description of the
guaranteed delivery procedures, see Instruction 1 of the Consent and Letter of
Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Notes referred
to herein, the signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement, or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a participant in
the Book-Entry Transfer Facility whose name is shown as the owner of the Notes,
the signature must correspond with the name shown on the security position
listing as the owner of the Notes.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name of the registered holder(s) appears
on the Notes or signed as the name of the participant shown on the Book-Entry
Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation,
or other person acting in a fiduciary or representative capacity, such person
should so indicate when signing and submit with the Consent and Letter of
Transmittal evidence satisfactory to the Company of such person's authority to
so act.
3. Requests for Assistance or Additional Copies. Questions relating to
the procedure for delivering Consents and tendering Notes and requests for
assistance or additional copies of the Statement, this Notice of Guaranteed
Delivery and any other documents related to the Offer may be directed to the
Depositary, the Dealer Manager or the Information Agent, each of whose address
and telephone number appears on the back cover of the Statement. Holders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer.
AMERICOMM DIRECT MARKETING, INC.
Offer to Purchase for Cash
Any and All of its Outstanding 11-5/8% Senior Notes due June
15, 2002, Series B and Solicitation of Consents for
Amendment of the Related Indenture
- --------------------------------------------------------------------------------
THIS OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER
4, 1998, OR SUCH LATER TIME AND DATE, WHICH SHALL BE NO EARLIER THAN FIVE
BUSINESS DAYS FOLLOWING THE CONSENT DATE (AS HEREINAFTER DEFINED), TO WHICH THE
OFFER IS EXTENDED (SUCH TIME AND DATE, THE "EXPIRATION DATE"). THE SOLICITATION
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, AUGUST 21, 1998, OR
SUCH LATER TIME AND DATE TO WHICH THE SOLICITATION IS EXTENDED (SUCH TIME AND
DATE, THE "CONSENT DATE"). HOLDERS OF NOTES (AS HEREINAFTER DEFINED) MUST TENDER
THEIR NOTES AND PROVIDE THEIR CONSENTS TO THE PROPOSED AMENDMENTS (AS
HEREINAFTER DEFINED) ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE
OFFER CONSIDERATION AND TENDER THEIR NOTES AND PROVIDE THEIR CONSENTS ON OR
PRIOR TO THE CONSENT DATE IN ORDER TO RECEIVE THE CONSENT PAYMENT (AS
HEREINAFTER DEFINED). THE COMPANY INTENDS TO CAUSE THE EXECUTION OF A
SUPPLEMENTAL INDENTURE CONTAINING THE PROPOSED AMENDMENTS AT OR PROMPTLY
FOLLOWING THE CONSENT DATE. TENDERED NOTES MAY BE WITHDRAWN AND CONSENTS MAY BE
REVOKED AT ANY TIME AT OR PRIOR TO THE CONSENT DATE, BUT NOT THEREAFTER.
- --------------------------------------------------------------------------------
TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
We are enclosing herewith the materials listed below relating to the
offer by AmeriComm Direct Marketing, Inc. (formerly National Fiberstok
Corporation) (the "Company") to purchase for cash all of the Company's
outstanding 11-5/8% Senior Notes due June 15, 2002, Series B (the "Notes"), at
the purchase price therefor (the "Purchase Price") set forth in the Offer to
Purchase and Consent Solicitation Statement, dated August 10, 1998 (as the same
may be amended or supplemented from time to time, the "Statement"), plus accrued
and unpaid interest, if any, to the Expiration Date (subject to the right of
holders of record on a record date to receive interest on the relevant interest
payment date). The offer to purchase Notes on the terms and subject to the
conditions set forth in the Statement and in the Consent and Letter of
Transmittal (the "Consent and Letter of Transmittal") is referred to as the
"Offer". In conjunction with the Offer, the Company is soliciting the
("Solicitation") consents (the "Consents") of registered holders (each, a
"Holder" and, collectively, the "Holders") of at least a majority of the
aggregate principal amount of the outstanding Notes to certain proposed
amendments (the "Proposed Amendments") to the Indenture, dated as of June 15,
1996 (as supplemented, the "Indenture"), between the Company (formerly National
Fiberstok Corporation), as issuer, the parties named therein and Wilmington
Trust Company, as trustee (the "Trustee"), pursuant to which the Notes were
issued. Capitalized terms used but not defined herein have the meanings ascribed
to them in the Statement and the Consent and Letter of Transmittal.
We are asking you to contact your clients for whom you hold Notes
registered in your name or in the name of your nominee. In addition, we are
asking you to contact your clients who, to your knowledge, hold Notes registered
in their own name.
Enclosed for your information and use are copies of the following
documents:
1. The Statement dated August 10, 1998;
2. A Consent and Letter of Transmittal for your use and for the
information of your clients, together with Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup U.S. Federal income tax withholding;
3. A form of letter that may be sent to your clients for whose
accounts you hold Notes registered in your name or the name of your nominee,
with space provided for obtaining the clients' instructions with regard to the
Offer; and
4. A Notice of Guaranteed Delivery for the Notes.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. HOLDERS
OF NOTES MUST (I) DELIVER THEIR CONSENTS PRIOR TO THE CONSENT DATE TO RECEIVE
THE CONSENT PAYMENT AND (II) TENDER THEIR NOTES PRIOR TO 5:00 P.M. ON THE
EXPIRATION DATE TO RECEIVE THE PURCHASE PRICE. PLEASE NOTE THAT THE OFFER WILL
EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON SEPTEMBER 4, 1998.
The Offer and payment for the Notes are conditioned upon, among other
things, receipt by the Depositary of valid and unrevoked Consents from Holders
of at least a majority in principal amount of Notes then outstanding (the
"Requisite Consents").
In all cases, the applicable Purchase Price will be paid for Notes
accepted for purchase pursuant to the Offer only after timely receipt by the
Depositary of such Notes (or confirmation of book-entry transfer of such Notes
into the Depositary's account at the Book-Entry Transfer Facility (as defined in
the Statement)), a Consent and Letter of Transmittal (or facsimile thereof),
properly completed and validly executed, or, if applicable, an Agent's Message
(as defined in the Statement) in lieu of a Consent and Letter of Transmittal,
and any other required documents. In addition, the Consent Payment will be paid
for those Consents which have been validly delivered and not validly revoked at
or prior to the Consent Date, with such payment to be made on the Payment Date,
provided that the Notes are accepted for payment pursuant to the terms of the
Offer.
If holders of Notes wish to tender, but it is impracticable for them
to forward their Notes or other required documents prior to the Expiration Date,
a tender may be effected by following the guaranteed delivery procedures
described in the Statement under the heading "Procedures for Tendering Notes and
Delivering Consents -- Guaranteed Delivery."
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER
TO OBTAIN THEIR INSTRUCTIONS.
The Company will not pay any fees or commissions to any broker, dealer
or other person (other than the Depositary, the Dealer Manager and the
Information Agent) in connection with the solicitation of tenders of Notes
pursuant to the Offer. However, the Company will reimburse you for customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Company will pay or cause to be paid any transfer
taxes payable with respect to the transfer of Notes to it, except as otherwise
provided in Instruction 7 of the Consent and Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from the Depositary, the Dealer Manager or the Information Agent, at the
addresses and telephone numbers set forth on the back cover of the Offer
Statement.
Very truly yours,
AMERICOMM DIRECT MARKETING, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEPOSITARY OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
AMERICOMM DIRECT MARKETING, INC.
Offer to Purchase for Cash
Any and All of its Outstanding 11-5/8% Senior Notes due June
15, 2002, Series B and Solicitation of Consents for
Amendment of the Related Indenture
To Our Clients:
Enclosed for your consideration is an Offer to Purchase and Consent
Solicitation Statement dated August 10, 1998 (as the same may be amended or
supplemented from time to time, the "Statement") and a Consent and Letter of
Transmittal (the "the "Consent and Letter of Transmittal" and, together with the
Statement, the "Offer") relating to the offer by AmeriComm Direct Marketing,
Inc. (formerly National Fiberstok Corporation) (the "Company") to purchase for
cash any and all of its 11-5/8% Senior Notes due June 15, 2002, Series B (the
"Notes") at the purchase price therefor set forth in the Statement (the
"Purchase Price"), plus accrued and unpaid interest, if any, to the Expiration
Date (subject to the right of holders of record on a recent date to receive
interest on the relevant interest payment date) (as defined) upon the terms and
subject to the conditions set forth in the Statement and the accompanying
Consent and Letter of Transmittal. In conjunction with the Offer, the Company is
soliciting (the "Solicitation") consents (the "Consents") of registered holders
(each, a "Holder" and, collectively, the "Holders") of at least a majority of
the aggregate principal amount of the outstanding Notes to certain proposed
amendments (the "Proposed Amendments") to the Indenture, dated as of June 15,
1996 (as supplemented, the "Indenture"), between the Company (formerly National
Fiberstok Corporation), as issuer, the parties named therein and Wilmington
Trust Company, as trustee (the "Trustee"), pursuant to which the Notes were
issued. Capitalized terms used but not defined herein have the meanings ascribed
to them in the Statement and the Consent and Letter of Transmittal.
The Offer and payment for the Notes are conditioned upon, among other
things, receipt by the Depositary of valid and unrevoked Consents from Holders
of at least a majority in principal amount of Notes then outstanding (the
"Requisite Consents").
We are the holder of record of Notes held by us for your own account.
A tender of such Notes and the delivery of Consents can be made only by us as
the holder of record and pursuant to your instructions. The Consent and Letter
of Transmittal is furnished to you for your information only and cannot be used
by you to deliver Consents and tender Notes held by us for your account.
We request instructions as to whether you wish to have us deliver
Consents and tender on your behalf any or all of the Notes held by us for your
account, upon the terms and subject to the conditions set forth in the
Solicitation and the Offer.
Your attention is directed to the following:
1. Tender of Notes may be withdrawn, and Consents may be revoked, at
any time on or prior to the later to occur of (i) 5:00 p.m., New York City time,
on August 21, 1998 if on such date at such time the Company has received the
Requisite Consents and the Supplemental Indenture relating to the Proposed
Amendments has been executed by the Company and the Trustee and (ii) 5:00 p.m.,
New York City time on the first date thereafter that the Company shall have
received the Requisite Consents and such Supplemental Indenture has been
executed (such time and date, as the same may be extended, the "Consent Date").
The Offer will expire at 11:59 p.m., New York City time, on September 4, 1998,
unless extended (such time and date, as the same may be extended, the
"Expiration Date"). If you desire to deliver Consents and tender any Notes
pursuant to the Offer, we must receive your instructions in ample time to permit
us to effect a delivery of Consents and tender of Notes on your behalf. You must
validly tender your Notes and thereby deliver your Consent prior to the Consent
Date to receive the Purchase Price and the Consent Payment. If you validly
tender your Notes after the Consent Date but before the Expiration Date, you
will receive only the Purchase Price.
2. Consummation of the Offer and execution of the Supplemental
Indenture relating to the proposed Amendments may have adverse consequences to
non-tendering Holders, including that (i) the reduced amount of outstanding
Notes as a result of the Offer may adversely affect the market price of the
Notes and the already limited trading market and limited liquidity of the Notes;
and (ii) the amendments to the Indenture will eliminate or lessen certain
restrictive covenants contained in the Indenture.
If you wish to have us deliver Consents and tender any or all of your
Notes, please so instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize the tender of your
Notes, all such Notes will be tendered unless otherwise specified in your
instructions. Your instructions should be forwarded to us in ample time to
permit us to deliver Consents and submit a tender on your behalf prior to the
Consent Date or to submit a tender on your behalf prior to the Expiration Date,
as applicable. The Offer is made solely by the Statement and related Consent and
Letter of Transmittal and does not constitute an offer to buy or the
solicitation of an offer to sell the Notes in any circumstances in which such
offer or solicitation is unlawful.
<PAGE>
Instructions with Respect to the
AMERICOMM DIRECT MARKETING, INC.
Offer to Purchase for Cash
Any and All of its Outstanding 11-5/8% Senior Notes due June 15, 2002, Series B
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase and Consent Solicitation Statement (the "Statement") and the
related Consent and Letter of Transmittal (the "Consent and Letter of
Transmittal"), in connection with the Solicitation of Consents and the offer by
AmeriComm Direct Marketing, Inc. to purchase for cash any and all of its
outstanding 11-5/8% Senior Notes due June 15, 2002, Series B (the "Notes") upon
the terms and conditions set forth in the Statement and related Consent and
Letter of Transmittal.
This will instruct you to deliver Consents and tender the aggregate
principal amount of Notes indicated below held by you for the account or benefit
of the undersigned (or, if no amount is indicated below, for all of the
aggregate principal amount of Notes held by you for the account or benefit of
the undersigned) upon the terms and subject to the conditions set forth in the
Statement and related Consent and Letter of Transmittal.
SIGN HERE
Aggregate Principal Amount of
Notes to be Tendered* _________________________________
_________________________________
_________________________________
Signature(s)
_______________________ _________________________________
_________________________________
Please Type or Print Name(s)
Dated: _______________, 1998
_________________________________
_________________________________
Please Type or Print Address and Zip Code
_________________________________
Area Code and Telephone Number
_________________________________
Taxpayer Identification or
Social Security Number
________________________
* Unless otherwise indicated, it will be assumed that you intend for us to
tender for all of the aggregate principal amount of Notes held by us for
your account or benefit.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give 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.
<TABLE>
<CAPTION>
_____________________________________________________________________________________________________________________
Give the
Give the SOCIAL EMPLOYER
SECURITY IDENTIFICATION
For this type of account number of: For this type of account number of:
_____________________________________________________________________________________________________________________
<S> <C> <C> <C>
1. An individual's account The individual 6. A valid trust, estate, Legal entity (Do not
or pension trust furnish the taxpayer
identification number of
the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title).(4)
2. Two or more The actual owner of the 7. Corporate account The corporation
individuals (joint account or, if combined
account) funds, the first
individual on the
account(1)
3. Custodian account of a The minor(2) 8. Association, club, The organization
minor (Uniform Gift to religious, charitable,
Minors Act) educational or other
tax-exempt organization
account
4. a. The usual The grantor-trustee(1) 9. Partnership account The partnership
revocable savings trust
account (grantor is
also trustee)
The actual owner(1) 10. A broker or registered The broker or nominee
nominee
b. So-called trust
account that is not a
legal or valid trust
under State law
5. Sole proprietorship The owner(3) 11. Account with the The public entity
account 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
_____________________________________________________________________________________________________________________
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either 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 listed, the number
will be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
How to Obtain a TIN
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 for
individuals, or Form SS-4, Application for Employer Identification Number (for
business and other entities), or Form W-7, Application for IRS Individual
Taxpayer Identification Number (for certain resident aliens), at the local
office of the Social Security Administration or the Internal Revenue Service and
apply for a number.
If you return the Substitute Form W-9 with the "Awaiting TIN" box checked in
Part 3, you must provide the payer with a Certificate of Awaiting Taxpayer
Identification Number and, within 60 days, a TIN. If you do not provide the TIN
by the date of payment, 31% of all reportable payments will be withheld. If your
certified TIN is received within the 60-day period and you were not subject to
backup withholding during that period, the amounts withheld will be refunded to
you. If no certified TIN is provided to the payer within 60 days, the amounts
withheld will be paid to the IRS.
As soon as you receive your TIN, complete another Substitute Form W-9, include
your TIN, sign and date the form, and give it to the payer.
For interest, dividends and broker transactions, you must sign the certification
or backup withholding will apply. If you are subject to backup withholding and
you are merely providing your correct TIN to a payer, you must cross out item 2
in the certification before signing the form.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments by the
payer include the following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7) if the
account satisfies the requirements of Section 401(f)(2).
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States or
any political subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof.
o A registered dealer in securities or commodities registered in the U.S.,
the District of Columbia or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An entity registered at all times under the Investment Company Act of
1940.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section 1441.
o Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
o Section 404(K) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You are
subject to information reporting if this interest is $600 or more and is
paid in the course of the payer's trade or business and backup
withholding if you have not provided your correct TIN to the payer.
o Payments of tax-exempt interest (including exempt interest dividends
under section 852).
o Payments described in section 6049(b) (5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid by 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 TIN,
WRITE "EXEMPT" ON THE FACE OF THE FORM IN PART 2, SIGN AND DATE THE FORM, AND
RETURN IT TO THE PAYER.
Certain payments, other than interest, dividends and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N and the regulations thereunder.
Privacy Act Notice. Section 6109 requires most recipients of dividend, interest
or other payments to give their correct TIN to payers who must report the
payments to the IRS. The IRS uses the numbers for identification purposes and to
help verify the accuracy of tax returns. The IRS may also provide this
information to the Department of Justice for civil and criminal litigation and
to cities, states and the District of Columbia to carry out their tax laws.
Payers must be given the TIN whether or not recipients are required to file tax
returns. Payers must generally withhold 31% 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 TIN. -- If you fail to furnish your correct
TIN 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. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) Misuse of TINS. -- If the payer discloses or uses TIN's in violation of
Federal law, the payer may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
