<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 31, 1999
Date of Earliest Event Reported: August 31, 1999
INTERMEDIA CAPITAL PARTNERS IV, L.P.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
333-11893 94-3247750
(Commission File Number) (I.R.S. Employer Identification No.)
235 MONTGOMERY STREET, SUITE 420
SAN FRANCISCO, CALIFORNIA 94104
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (415) 616-4600
<PAGE> 2
ITEM 5. OTHER EVENTS.
On August 31, 1999, the Registrant and its wholly-owned
subsidiary, InterMedia Partners IV Capital Corp. (together, the "Offerors")
commenced a tender offer and a solicitation of consents from certain holders of
their 11 1/4% Senior Notes due 2006 (the "Notes") to certain proposed amendments
to the indenture governing the Notes (the "Indenture"). The tender offer and the
consent solicitation are being made by the Offerors in connection with
agreements (the "Charter Transaction Agreements") entered into by the Registrant
on April 20, 1999, that provide for (i) the sale and exchange by the Registrant
of certain cable systems and the sale of the stock of a subsidiary of the
Registrant that owns cable systems to affiliates of Charter Communications, Inc.
and (ii) the payment of distributions to the partners of the Registrant, other
than those partners that are affiliates of AT&T Broadband & Internet Services,
in redemption of their partnership interests in the Registrant. The purpose of
the offer is to repurchase all of the Notes and facilitate the closings under
the Charter Transaction Agreements and the purpose of the consent solicitation
is to eliminate substantially all of the restrictive covenants in the Indenture
and certain events of default, thereby enhancing the operating and financial
flexibility of the Registrant, as set forth in the Offer to Purchase and Consent
Solicitation Statement, dated August 31, 1999 (the "Offer to Purchase"), sent by
the Offerors to the holders of the Notes. This Form 8-K is qualified in its
entirety by (i) the text of the Offer to Purchase and related materials relating
to the tender offer and the consent solicitation sent by the Offerors to the
holders of the Notes; (ii) the Indenture (as amended to date); and (iii) a press
release, dated August 31, 1999, issued by the Registrant. These items are filed
as exhibits hereto.
Exhibits.
Exhibit No. Description
4.1 Indenture between the Offerors, and The Bank of New York,
as trustee, dated as of July 30, 1996(1)
4.2 First Supplemental Indenture, dated as of November, 1998,
to the Indenture
99.1 Press Release, dated August 31, 1999
99.2 Offer to Purchase (and related materials relating to
the tender offer and consent solicitation) sent by
the Offerors to the holders of the Notes
- --------
(1) Incorporated herein by reference from the Registrant's Form S-4
(Registration Number 333- 11893), filed with the Commission on September 12,
1996, as declared effective by the Commission on December 10, 1996.
1
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: August 31, 1999
INTERMEDIA CAPITAL PARTNERS IV, L.P.
By: InterMedia Capital Management, LLC, its General Partner
By: InterMedia Management, Inc., its Managing Member
By: /s/ Robert J. Lewis
----------------------------------
Robert J. Lewis
President
2
<PAGE> 1
EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
<PAGE> 2
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of November 11, 1998, as made by and among INTERMEDIA CAPITAL PARTNERS
IV, L.P., a California Limited Partnership ("ICP-IV"), INTERMEDIA PARTNERS IV
CAPITAL CORP., a Delaware corporation and a wholly owned subsidiary of ICP-IV
("IPCC," together with ICP-IV, the "Issuers"), and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee (the "Trustee"), to amend that certain
Indenture dated as of July 30, 1996 (as supplemented and amended from time to
time, the "Indenture") pursuant to which the Issuers issued 11-1/4% Senior Notes
due 2006 (the "Notes").
Recitals:
WHEREAS, the parties wish to make certain amendment to the Indenture
pursuant to Section 9.01 of the Indenture; and
WHEREAS, each Issuer has duly authorized the execution and delivery of
this Supplemental Indenture and done all other things necessary to make this
Supplemental Indenture a valid agreement of the Issuers:
NOW, THEREFORE, in consideration of the premises, mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties hereto agree
as follows:
1. Amendment. Line 3 of Section 4.07(b) of the Indenture is hereby
amended by inserting the word "not" before the word "exceed."
2. Ratification of Indenture. As amended by this Supplemental
Indenture, the Indenture and the Notes are in all respects ratified and
confirmed and the Indenture as so amended by this Supplemental Indenture shall
be read, taken and construed as one and the same instrument.
3. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for the correctness of the recitals of fact herein, all of which are
made by the Issuers, and the Trustee shall not be responsible or accountable in
any manner whatsoever for or with respect to the validity or sufficiency of this
Supplemental Indenture (other than for its due execution hereof) or of the due
execution hereof by the Issuers.
4. Conditions Precedent. The effectiveness of this Supplemental
Indenture is subject to compliance with the conditions specified in Section
10.04 of the Indenture.
5. Miscellaneous.
(a) This Supplemental Indenture may be executed in any number of
counterparts and by each of the parties hereto on separate counterparts, each of
which, once executed and delivered, shall
<PAGE> 3
be deemed to be an original and all of which taken together shall constitute but
one and same instrument.
(b) This Supplemental Indenture shall be governed and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
INTERMEDIA CAPITAL PARTNERS IV, L.P.,
By: InterMedia Capital Management, LLC, its
general partner
By: InterMedia Management,
Inc., its managing
member
By: /s/ Edon V. Smith
Edon V. Smith
Chief Financial Officer
INTERMEDIA PARTNERS IV CAPITAL CORP.
By: /s/ Edon V. Smith
Edon V. Smith
Chief Financial Officer
THE BANK OF NEW YORK, as Trustee
By /s/ Thomas C. Knight
Its Assistant Vice President
<PAGE> 1
EXHIBIT 99.1
PRESS RELEASE, DATED AUGUST 30, 1999
<PAGE> 2
PRESS RELEASE RE: TENDER OFFER AND CONSENT SOLICITATION
FOR IMMEDIATE RELEASE CONTACT: Edon Smith
August 31, 1999 InterMedia Partners
(415) 616-4600
SAN FRANCISCO, California - InterMedia Capital Partners IV, L.P.
("InterMedia") today announced that it and its wholly-owned subsidiary,
InterMedia Partners IV Capital Corp. (together with InterMedia, the "Offerors"),
have commenced a cash tender offer and consent solicitation relating to their
$204,400,000 outstanding principal amount of 11 1/4% Senior Notes due 2006 (the
"Offer"). The terms and conditions of the Offer are set forth in the Offer to
Purchase and Consent Solicitation Statement and the related Consent and Letter
of Transmittal.
The Total Consideration for each $1,000 principal amount of Notes
tendered pursuant to the Offer and for which a valid Consent is delivered at or
prior to the Consent Time (as defined below) shall be equal to the present value
of the earliest redemption amount (i.e., $1,056.25 per $1,000 principal amount
of Notes) and the semi-annual interest payments that would have been payable
after the Payment Date (as defined below) for the Offer to and including the
earliest redemption date of August 1, 2001 at a yield equal to the sum of (x)
the yield on the 5 1/2% US Treasury Note due 7/31/01 (the "Reference Treasury
Security") as calculated by the Dealer Managers and Solicitation Agents for the
Offer in accordance with standard market practice, based on the bid price for
such Reference Treasury Security as of the second business day immediately
preceding the business day on which the Offer Expiration Time (as defined below)
occurs and (y) 50 basis points less accrued and unpaid interest on the Notes to,
but not including, the date on which the Offerors pay for the Notes pursuant to
the Offer (the "Payment Date"). In addition, accrued and unpaid interest will be
paid on the Notes to, but not including, the Payment Date.
The Total Consideration includes a Consent Payment of $30.00 per $1,000
principal amount of Notes. The Consent Payment, however, will only be paid to
holders of Notes who tender their Notes and deliver their Consents prior to the
consent deadline, which is 12:00 midnight, New York City time, on September 14,
1999, unless extended (the "Consent Time").
In conjunction with the Offer, consents to certain proposed amendments
to the Indenture governing the Notes are being solicited. These amendments would
eliminate substantially all of the restrictive covenants in the Indenture, other
than covenants to pay principal and interest on the Notes, and certain events of
default. Adoption of the proposed amendments requires the consent of holders of
at least a majority in aggregate principal
1
<PAGE> 3
amount of the outstanding Notes (the "Requisite Consents"). To validly tender
Notes, holders must also deliver consents to the proposed amendments; and to
validly deliver a consent to the proposed amendments, holders must also tender
the related Notes.
The Offer is being made by the Offerors in connection with agreements
(the "Charter Transaction Agreements") entered into by InterMedia and certain of
its affiliates and partners, on April 20, 1999, that provide for (i) the sale
and exchange by InterMedia of certain cable systems and the sale of the stock of
a subsidiary of InterMedia that owns cable systems to affiliates of Charter
Communications, Inc. and (ii) the payment of distributions to the partners of
InterMedia, other than those partners that are affiliates of AT&T Broadband &
Internet Services, in redemption of their partnership interests in InterMedia.
The Offer will expire at 12:00 midnight, New York City time, on
September 28, 1999, unless extended (the "Offer Expiration Time"). Closing of
the Offer is subject to receipt of the Requisite Consents, the Offerors' being
satisfied that all conditions to the closing of the transactions contemplated by
the Charter Transaction Agreements have been or will be satisfied or waived, and
certain other conditions.
TD Securities (USA) Inc. and Banc of America Securities LLC are acting
as the Dealer Managers and Solicitation Agents for the Offer. The Depositary for
the Offer is The Bank of New York.
Additional information concerning the terms of the Offer may be
obtained from TD Securities (USA) Inc. at 212-827-7669 (Attention: Ervil G.
Spencer) and Banc of America Securities LLC at 888-292-0070 (Attention:
Liability Management Group). Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained by contacting
Beacon Hill Partners, Inc., the Information Agent, at 800-755-5001.
InterMedia currently operates cable systems serving over 600,000
customers located in the southeastern United States. InterMedia is a leader in
the cable industry in the deployment of advanced cable communications services,
high-speed internet access and entertainment services.
###
2
<PAGE> 1
EXHIBIT 99.2
OFFER TO PURCHASE AND RELATED MATERIAL SENT TO HOLDERS
<PAGE> 2
Offer to Purchase and Consent Solicitation Statement
InterMedia Capital Partners IV, L.P.
AND
InterMedia Partners IV Capital Corp.
Offer to Purchase for Cash Any and All Outstanding
11 1/4% Senior Notes due 2006
and
Solicitation of Consents to Amendments to the Indenture at a price
determined in the manner described herein, plus accrued and unpaid interest
InterMedia Capital Partners IV, L.P., a California limited partnership
("ICP-IV"), and InterMedia Partners IV Capital Corp., a Delaware corporation and
a wholly-owned subsidiary of ICP-IV ("IPCC" and, together with ICP-IV, the
"Offerors"), hereby offer to purchase for cash, upon the terms and subject to
the conditions set forth in this Offer to Purchase and Consent Solicitation
Statement (as supplemented or amended from time to time, the "Statement") and in
the accompanying Consent and Letter of Transmittal (as supplemented or amended
from time to time, the "Consent and Letter of Transmittal" and, together with
this Statement, the "Offer"), any and all of the outstanding 11 1/4% Senior
Notes due 2006 (the "Notes") issued by the Offerors. The following table sets
forth certain information concerning the outstanding Notes and the Offer:
<TABLE>
<CAPTION>
Outstanding Earliest Earliest Reference Relevant
Principal Redemption Redemption Consent Fixed Treasury Bloomberg
CUSIP Number Amount Date Amount Payment Spread Security Page
- ------------------- ------------ ---------- ---------- ---------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
CUSIP No. 458800AB5 $204,400,000 8/1/01 $1,056.25 $30.00 per 50 basis 5 1/2% US PX 4
$1,000 points Treasury
principal Note due
amount of 7/31/01
Notes
</TABLE>
In conjunction with the Offer, the Offerors hereby solicit (the
"Solicitation") consents (the "Consents") to the adoption of certain proposed
amendments (the "Proposed Amendments") to the Indenture, dated as of July 30,
1996, as amended to date (the "Indenture"), between the Offerors and The Bank of
New York, as trustee (the "Trustee"), which governs the Notes. To validly tender
Notes pursuant to the Offer, Holders must also deliver (and not revoke) the
related Consents to the Proposed Amendments; and to validly deliver a Consent
pursuant to the Solicitation, Holders must also validly tender (and not
withdraw) the related Notes. A consent payment (the "Consent Payment") of $30
per $1,000 principal amount of Notes tendered will be paid only to Holders who
tender (and do not withdraw) Notes at or prior to the Consent Time (as defined
below).
THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
SEPTEMBER 14, 1999, UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE
EXTENDED, THE "CONSENT TIME"). THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, SEPTEMBER 28, 1999, UNLESS EXTENDED (SUCH DATE AND TIME,
AS THE SAME MAY BE EXTENDED, THE "OFFER EXPIRATION TIME"). THE CLOSING OF THE
OFFER IS CONDITIONED, AMONG OTHER THINGS, ON THE ADOPTION OF THE PROPOSED
AMENDMENTS. TENDERED NOTES MAY BE WITHDRAWN AND RELATED CONSENTS MAY BE REVOKED
AT ANY TIME PRIOR TO THE CONSENT TIME. HOWEVER, AFTER THE CONSENT TIME, TENDERED
NOTES MAY NOT BE WITHDRAWN EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED
HEREIN.
The Offer is subject to the satisfaction of certain conditions,
including the Requisite Consent Condition, the Supplemental Indenture Condition,
the Charter Transaction Condition and the General Conditions. See "The Offer and
the Solicitation--Conditions of the Offer and the Solicitation."
The Dealer Managers and Solicitation Agents for
the Offer and the Solicitation are:
TD Securities Banc of America
Securities LLC
August 31, 1999
<PAGE> 3
The Offer and the Solicitation are being made by the Offerors in
connection with agreements (the "Charter Transaction Agreements") entered into
by ICP-IV and certain of its affiliates and partners, on April 20, 1999, that
provide for (i) the sale and exchange by ICP-IV of certain cable systems and the
sale of the stock of a subsidiary of ICP-IV that owns cable systems to
affiliates of Charter Communications, Inc. ("Charter") and (ii) the payment of
distributions to the partners of ICP-IV, other than those partners that are
affiliates of AT&T Broadband & Internet Services ("AT&TBIS"), in redemption of
their partnership interests in ICP-IV (collectively, the "Charter
Transactions"). The closing of the Charter Transactions is subject to several
conditions. See "Information Concerning the Offerors and the Charter Transaction
Agreements--The Charter Transactions." The purpose of the Offer is to repurchase
all of the Notes and facilitate the closings of the Charter Transactions. The
purpose of the Solicitation is to eliminate substantially all of the restrictive
covenants in the Indenture and certain events of default, thereby enhancing the
operating and financial flexibility of ICP-IV. ICP-IV believes that the
transactions contemplated by the Charter Transaction Agreements could be
consummated in compliance with the Indenture as currently in effect. Adoption of
the Proposed Amendments may have adverse consequences for holders of Notes who
elect not to tender Notes in the Offer, because holders of any Notes outstanding
after consummation of the Offer will not be entitled to the benefit of
substantially all of the restrictive covenants currently contained in the
Indenture. In addition, the trading market for any Notes not tendered in
response to the Offer is likely to be significantly more limited than that which
existed prior to the commencement of the Offer, if tendered Notes are accepted
by the Offerors. See "Special Considerations" and "The Proposed Amendments to
the Indenture."
Notwithstanding any other provision of the Offer and the Solicitation,
the Offerors' obligation to accept for purchase and to pay for the Notes validly
tendered and not withdrawn pursuant to the Offer and to make Consent Payments
for Consents validly delivered and not revoked pursuant to the Solicitation is
conditioned upon: (i) the valid delivery (without revocation) of Consents (the
"Requisite Consents") with respect to a majority of the aggregate outstanding
principal amount of the Notes at or prior to the Consent Time (the "Requisite
Consent Condition"); (ii) the execution of the Supplemental Indenture (as
defined herein) providing for the Proposed Amendments (the "Supplemental
Indenture Condition"); (iii) the Offerors' being satisfied that all conditions
to the closing of the Charter Transactions have been or will be satisfied or
waived at or prior to the Offer Expiration Time (the "Charter Transaction
Condition"); and (iv) satisfaction of each of the General Conditions (as defined
herein). The Offerors, in their sole discretion, may waive any of these
conditions. See "The Offer and the Solicitation--Conditions of the Offer and
Solicitation" and "Sources and Uses of Funds." Tenders of Notes and related
Consents received at or prior to the Consent Time will become irrevocable at the
Consent Time, except pursuant to the limited circumstances described herein.
After the Consent Time, tendered Notes may be withdrawn and related Consents
revoked only pursuant to the limited circumstances described herein. See "The
Offer and the Solicitation--Withdrawal of Tenders; Revocation of Consents." The
Offerors intend to notify the Trustee and to seek the execution of the
Supplemental Indenture as soon as the Requisite Consents have been obtained. The
Proposed Amendments will not become operative, however, until the date that all
Notes validly tendered (and not withdrawn) pursuant to the Offer are accepted
for payment and all Consents validly delivered (and not revoked) pursuant to the
Solicitation are accepted (the "Operative Date"). Holders of Notes must validly
tender (and not withdraw) such Notes and deliver (and not revoke) Consents at or
prior to the Consent Time in order to receive both the related Consent Payment
and Tender Offer Consideration (as defined herein). Holders who validly tender
(and do not withdraw) Notes after the Consent Time will receive only the Tender
Offer Consideration. To validly tender Notes pursuant to the Offer holders must
also deliver, at the same time, the related Consents to the Proposed Amendments
pursuant to the Solicitation.
If the Proposed Amendments are adopted, Notes that are not tendered, or
that are not accepted for purchase or payment pursuant to the Offer, will remain
outstanding, but will be subject to the terms of the Indenture as modified by
the Supplemental Indenture as described under "The Proposed Amendments to the
Indenture." Holders who tender Notes are obligated to consent to the Proposed
Amendments in order to receive any consideration. The delivery of a Consent is a
consent to all of the Proposed Amendments.
The total consideration for each $1,000 principal amount of Notes (the
"Total Consideration") tendered pursuant to the Offer and for which a valid
Consent is delivered at or prior to the Consent Time will be the price
calculated as described in Schedule I to this Statement. The Total Consideration
for each $1,000 principal amount of Notes shall be equal to the present value of
the Earliest Redemption Amount set forth in the table on the cover page of this
Statement and the semi-annual interest payments that would have been payable
after the Payment Date (as defined below) to and including the Earliest
Redemption Date set forth in the table on the cover page of this Statement at a
yield equal to the sum of (x) the yield on the Reference Treasury Security set
forth in the table on the cover page of this Statement as calculated by the
Dealer Managers and Solicitation Agents in accordance with standard market
practice, based on the bid price for such Reference Treasury Security as of 2:00
p.m., New York City time, on September 24, 1999 (the "Price Determination
Date"), the second business day immediately preceding the business day on which
the scheduled Offer Expiration Time occurs, as displayed on
ii
<PAGE> 4
Bloomberg Page PX 4 or any recognized quotation source selected by the Dealer
Managers and Solicitation Agents in their sole discretion if the Bloomberg
Government Pricing Monitor is not available or is manifestly erroneous, and (y)
50 basis points (such total amount being rounded to the nearest cent per $1,000
principal amount of Notes) less accrued and unpaid interest on the Notes to, but
not including, the Payment Date. The Total Consideration minus the Consent
Payment of $30 per $1,000 principal amount of Notes is herein referred to as the
"Tender Offer Consideration." The Consent Payment will be paid only to Holders
who tender (and not withdraw) their Notes and deliver (and not revoke) their
Consents at or prior to the Consent Time. The Consent Payment and the Tender
Offer Consideration will be payable promptly after the Offer Expiration Time,
but in any event within two business days after the Offer Expiration Time (the
"Payment Date"). The Earliest Redemption Amount for the Notes is the amount
payable or that would be payable on the Earliest Redemption Date for the Notes,
which is the earliest date on which the Notes may be redeemed by the Offerors as
a whole. Schedule II to this Statement sets forth a hypothetical illustration of
the Total Consideration and the Tender Offer Consideration using an assumed
Payment Date of September 29, 1999. In addition, accrued and unpaid interest
will be paid on the Notes to, but not including, the Payment Date.
Any extension of the Consent Time or the Offer Expiration Time (and any
resulting change in the Price Determination Date, as set forth below) will be
followed by a public announcement thereof, to be issued no later than 9:00 a.m.,
New York City time, on the next business day following the previously scheduled
Consent Time or Offer Expiration Time, as applicable. If the Consent Time is
extended, the Offerors presently intend to extend the Offer, if necessary, so
that the Offer Expiration Time occurs at least five (5) business days after the
Consent Time. If at any time following a Price Determination Date, the Offerors
extend the Offer to any date which is two (2) business days or less after the
Offer Expiration Time based upon which such Price Determination Date had been
established, the Total Consideration and the Tender Offer Consideration for each
Note tendered pursuant to the Offer shall remain the Total Consideration or the
Tender Offer Consideration, respectively, as determined on such Price
Determination Date. If, however, the Offerors extend the Offer to any date which
is more than two (2) business days after the previously scheduled Offer
Expiration Time based upon which such Price Determination Date had been
established, then a new Price Determination Date shall be established (such new
Price Determination Date to be the second business day immediately preceding the
business day on which the new Offer Expiration Time occurs) and the Total
Consideration and the Tender Offer Consideration, as applicable, for each Note
tendered pursuant to the Offer shall be calculated based on the Reference
Treasury Security as of 2:00 p.m., New York City time, on such new Price
Determination Date. In any event, the Offerors intend to announce the price two
full business days prior to the Offer Expiration Time.
In conjunction with the Offer, the Offerors hereby solicit Consents of
Holders (as defined below) of Notes to the Proposed Amendments to the Indenture.
The term "Holder" means (a) with respect to a definitive Note, the registered
holder thereof on the date such Note is tendered pursuant to the Offer or (b)
otherwise, a participant (a "DTC Participant") in The Depository Trust Company
("DTC") whose name appears on a security position as a holder of Notes on the
date it tenders Notes by book-entry transfer pursuant to the Offer, and the term
"Notes" includes certificateless depositary interests in the global Notes held
by The Bank of New York as custodian for DTC.
If the Notes are accepted for payment pursuant to the Offer, then
Holders who validly tender (and do not withdraw) Notes and validly deliver (and
do not revoke) related Consents pursuant to the Offer and the Solicitation at or
prior to the Consent Time will receive the Total Consideration. Holders who wish
to be eligible to receive any consideration pursuant to the Offer must validly
tender (and not withdraw) their Notes and deliver (and not revoke) their
Consents to the Depositary (as defined herein) at or prior to the Offer
Expiration Time. Holders who validly tender (and do not withdraw) their Notes
and deliver (and do not revoke) Consents to the Depositary after the Consent
Time, but at or prior to the Offer Expiration Time, will receive only the Tender
Offer Consideration. The Offerors are not required to give notice of defective
tender or consent to a Holder whose tender and consent of Notes are defective
and Holders should not rely on the Offerors to give such notice. The Offer and
the Solicitation may be extended at the sole discretion of the Offerors. See
"The Offer and the Solicitation--Procedures for Tendering Notes and Delivering
Consents".
Tenders of Notes and the related Consents received prior to the Consent
Time may be withdrawn and revoked, respectively, at any time at or prior to
Consent Time; tenders of Notes and the related Consents received at or prior to
the Consent Time will become irrevocable at the Consent Time, except pursuant to
the limited circumstances described herein. If the Offer with respect to the
Notes is terminated without any Notes being purchased thereunder, the Notes will
be returned to the tendering Holders as promptly as practicable thereafter and
the Supplemental Indenture with respect to the Notes will not become operative.
See "The Offer and the Solicitation--Withdrawal of Tenders; Revocation of
Consents."
iii
<PAGE> 5
NOTWITHSTANDING ANY OTHER PROVISION OF THE OFFER OR THE SOLICITATION,
THE OFFERORS' OBLIGATION TO ACCEPT FOR PAYMENT AND TO PAY FOR THE NOTES VALIDLY
TENDERED AND NOT WITHDRAWN PURSUANT TO THE OFFER AND TO MAKE CONSENT PAYMENTS
FOR CONSENTS VALIDLY DELIVERED AND NOT REVOKED PURSUANT TO THE SOLICITATION IS
CONDITIONED UPON SATISFACTION OF (A) THE REQUISITE CONSENT CONDITION, (B) THE
SUPPLEMENTAL INDENTURE CONDITION, (C) THE CHARTER TRANSACTION CONDITION AND (D)
THE GENERAL CONDITIONS. THE OFFERORS MAY IN THEIR SOLE DISCRETION WAIVE ANY OF
THESE CONDITIONS. SEE "THE OFFER AND THE SOLICITATION--CONDITIONS OF THE OFFER
AND THE SOLICITATION." THE OFFERORS MAY ALSO TERMINATE THE OFFER AND THE
SOLICITATION AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER.
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Managers and Solicitation Agents at their
respective addresses and telephone numbers set forth on the back cover of this
Statement. Requests for additional copies of this Statement, the Consents and
Letters of Transmittal and the Notice of Guaranteed Delivery may be directed to
the Information Agent. Beneficial owners may also contact their broker, dealer,
commercial bank or trust company for assistance concerning the Offer and the
Solicitation.
See "Special Considerations" and "Certain U.S. Federal Income Tax
Considerations" for discussions of certain factors that should be considered in
evaluating the Offer and the Solicitation. See "The Proposed Amendments to the
Indenture" for a description of the Proposed Amendments to the Indenture.
IMPORTANT
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 applicable 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
Letter of Transmittal) and send or deliver such manually signed Consent and
Letter of Transmittal (or a manually signed facsimile thereto) together with
certificates evidencing such Notes and any other required documents, to The Bank
of New York, as depositary ("the Depositary"), or (b) in the case of a Holder
who holds Notes in book-entry form, follow the procedures described under "The
Offer and the Solicitation--Procedures for Tendering Notes and Delivering
Consents--Book-Entry Delivery Procedures." 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 such Notes and
deliver the related Consents. See "The Offer and the Solicitation--Procedures
for Tendering Notes and Delivering Consents."
Only the Holder of Notes may tender Notes pursuant to the Offer and
deliver the related Consents.
Any Holder, who desires to tender Notes and deliver Consents 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 and deliver Consents by following the procedures for guaranteed delivery
set forth under "The Offer and the Solicitation--Procedures for Tendering Notes
and Delivering Consents --Guaranteed Delivery." The guaranteed delivery
procedures may not be used to tender Notes or deliver Consents at or prior to
the Consent Time.
The Proposed Amendments provide that the Indenture will be amended by
eliminating, from and after the Operative Date, substantially all of the
restrictive covenants in the Indenture, other than the covenants to pay
principal and interest on the Notes, and certain events of default having to do
with cross defaults on other indebtedness and undischarged legal judgments. The
Proposed Amendments might have an adverse effect on the value of the Notes as a
result of a significant reduction in the amount of Notes outstanding. See
"Special Considerations" and "Proposed Amendments to the Indenture."
DTC has authorized DTC Participants that hold Notes on behalf of
beneficial owners of Notes through DTC to tender their Notes and Consents to the
Proposed Amendments as if they were Holders. To effect a tender of Notes and
delivery of Consents, DTC Participants must transmit their acceptance to DTC
through its Automated Tender Offer Program ("ATOP"), for which the Offer and the
Solicitation will be eligible, and follow the procedure for book-entry transfer
set forth in "The Offer and the Solicitation--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 and deliver the related Consents on the
beneficial owner's behalf. A form is included in the solicitation
iv
<PAGE> 6
materials provided along with this Statement which may be used by a beneficial
owner to effect the tender of its Notes and deliver the related Consents. See
"The Offer and the Solicitation--Procedure for Tendering Notes and Delivering
Consents."
Tendering Holders will not be obligated to pay brokerage fees or
commissions of the Dealer Managers and Solicitation Agents or of the Depositary.
Questions and requests for assistance may be directed to the
Information Agent or the Dealer Managers and Solicitation Agents at their
respective 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. Beneficial owners may also contact their
brokers, dealers, commercial banks or trust companies through which they hold
the Notes with questions and requests for assistance.
This Statement constitutes neither an offer to purchase Notes nor a
solicitation of Consents in any jurisdiction in which, or to or from any person
to whom, it is unlawful to make such offer or solicitation under applicable
securities or blue sky laws. The delivery of this Statement shall not under any
circumstances create any implication that the information contained or
incorporated by reference 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 the Offerors 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 IN CONNECTION WITH THE OFFER OR THE SOLICITATION OTHER THAN
THOSE CONTAINED HEREIN OR IN THE CONSENT AND LETTER OF TRANSMITTAL. IF GIVEN OR
MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE OFFERORS, THE TRUSTEE, THE DEPOSITARY, THE INFORMATION
AGENT OR BY THE DEALER MANAGERS AND SOLICITATION AGENTS.
NONE OF ICP-IV, IPCC, THE TRUSTEE, THE DEPOSITARY, THE INFORMATION
AGENT, OR EITHER OF THE DEALER MANAGERS AND THE SOLICITATION AGENTS MAKES ANY
RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER NOTES IN RESPONSE TO
THE OFFER OR PROVIDE CONSENTS TO THE PROPOSED AMENDMENTS.
AVAILABLE INFORMATION; INCORPORATION OF DOCUMENTS BY REFERENCE
ICP-IV is subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports and other information with the
Securities and Exchange Commission (the "Commission").
Reports and other information filed by ICP-IV with the Commission can
be inspected, without charge, and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington
D.C. 20549 and at the Commission's regional offices at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
Suite 1300, New York, New York 10048. The Commission also maintains a site on
the Internet at "http://www.sec.gov" that contains reports and other information
regarding registrants that file electronically with the Commission, and certain
filings by the Company are available at such web site. ICP-IV is also required
to file electronic versions of such documents with the Commission through the
Commission's Electronic Data Gathering Analysis and Retrieval (EDGAR) system.
Copies of such materials also can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates.
The following documents filed by ICP-IV with the Commission are
incorporated herein by reference and shall be deemed to be a part hereof :
1. ICP-IV's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
2. ICP-IV's Quarterly Reports on Form 10-Q for the first quarter
ended March 31, 1999 and the second quarter ended June 30,
1999; and
3. ICP-IV's Current Report on Form 8-K dated June 28, 1999.
v
<PAGE> 7
All documents filed by ICP-IV pursuant to Sections 13(a), 13(c) or
15(d) of the Exchange Act after the date of this Statement and prior to the
Offer Expiration Time shall also be deemed to be incorporated by reference in
this Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document or report incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Statement to the extent that a statement
contained herein or in any subsequently filed document or report that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Statement.
The Offerors will provide without charge to each person to whom this
Statement is delivered, upon request of such person, copies of the Indenture and
the proposed form of the Supplemental Indenture, and of any or all information
and reports of ICP-IV incorporated by reference in this Statement. Written or
telephone requests for such copies should be directed to the Information Agent
at its address set forth on the back cover of this Statement.
Information included or incorporated by reference in this Statement
includes "forward-looking statements" within the meaning of various provisions
of the Securities Act of 1933 and the Exchange Act. All statements, other than
statements of historical facts, regarding activities, events or developments
that the Offerors expect, believe or anticipate will or may occur in the future
are forward-looking statements. These forward-looking statements are based on
certain assumptions and are subject to a number of risks and uncertainties, and
the Offerors can give no assurance that such assumptions will prove to be
correct. Consequently, all forward-looking statements made or incorporated by
reference in this Statement are qualified by this cautionary statement.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR
UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO
PURCHASE AND CONSENT SOLICITATION STATEMENT AND THE RELATED CONSENT AND LETTER
OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
vi
<PAGE> 8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
SUMMARY ......................................................................................................... 1
INFORMATION CONCERNING THE OFFERORS
AND THE CHARTER TRANSACTIONS............................................................................. 5
SOURCES AND USES OF FUNDS......................................................................................... 5
SPECIAL CONSIDERATIONS............................................................................................ 6
Adverse Effect of the Proposed Amendments on Holders who do not Tender................................... 6
Consent Payment.......................................................................................... 6
Market and Trading Information........................................................................... 6
Other Possible Transactions.............................................................................. 6
THE OFFER AND THE SOLICITATION.................................................................................... 7
Purpose of the Offer and the Solicitation................................................................ 7
Principal Terms of the Offer and Solicitation............................................................ 7
Expiration Date; Extension; Amendment; Termination....................................................... 8
Conditions of the Offer and the Solicitation............................................................. 9
Acceptance of Notes for Purchase; Payment for Notes and Consents........................................ 10
Procedures for Tendering Notes and Delivering Consents.................................................. 11
Withdrawal of Tenders; Revocation of Consents........................................................... 14
THE PROPOSED AMENDMENTS TO THE INDENTURE......................................................................... 16
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES..................................................................... 17
DEALER MANAGERS, SOLICITATION AGENTS,
INFORMATION AGENT AND DEPOSITARY........................................................................ 18
Schedule I....................................................................................................... S-1
Schedule II...................................................................................................... S-2
</TABLE>
vii
<PAGE> 9
SUMMARY
The following is a summary of certain information contained in this
Statement and is qualified in its entirety by the more detailed information
included elsewhere or incorporated by reference herein. Certain capitalized
terms used herein are defined elsewhere in the Statement. Holders and beneficial
owners of Notes are urged to read the entire Statement and Consent and Letter of
Transmittal thoroughly.
ICP-IV AND IPCC
ICP-IV, through its subsidiaries, owns and operates cable television
systems in primarily urban and suburban areas in the southeastern United States
(the "Southeast"), serving approximately 606,200 basic subscribers at June 30,
1999. ICP-IV has one of the largest concentrations of basic subscribers in the
Southeast and, at June 30, 1999, was the largest cable television service
provider in Tennessee. Affiliates of AT&TBIS own approximately 50.4% of ICP-IV's
non-preferred limited partnership interests.
IPCC was formed solely for the purpose of being a co-obligor of the
Notes, and has no significant assets or properties.
THE CHARTER TRANSACTIONS
On April 20, 1999, ICP-IV and certain of its subsidiaries and partners
entered into the Charter Transaction Agreements. These agreements provide for
(i) the sale and exchange by ICP-IV of certain cable systems and the sale of the
stock of a subsidiary of ICP-IV that owns cable systems to affiliates of Charter
and (ii) the payment of distributions to the partners of ICP-IV, other than
those partners that are affiliates of AT&TBIS, in redemption of their
partnership interests in ICP-IV (collectively, the "Charter Transactions").
Subject to the terms and conditions of the Charter Transaction Agreements,
affiliates of AT&TBIS have agreed to lend or contribute immediately available
funds to ICP-IV in an amount sufficient to enable ICP-IV (after taking into
account net amounts received from Charter in connection with the closing of the
Charter Transaction Agreements) to, among other things, retire all of the Notes.
See "Information Concerning the Offerors and the Charter Transactions."
The consummation of the Charter Transactions is subject to a number of
conditions, some of which remain to be fulfilled. See "Information Concerning
the Offerors and the Charter Transactions." The closing of the Charter
Transactions is tentatively scheduled for the end of September 1999, and it is
anticipated that Notes validly tendered (and not withdrawn) pursuant to the
Offer will be accepted immediately prior to or concurrently with the closing of
the Charter Transactions. The Offerors expressly reserve the absolute right, in
their sole discretion and subject to Rule 14e under the Exchange Act, to extend
either the Consent Time or the Offer Expiration Time.
ICP-IV believes that the transactions contemplated by the Charter
Transaction Agreements could be consummated in compliance with the Indenture as
currently in effect.
THE OFFER AND THE SOLICITATION
PURPOSES OF THE OFFER AND THE SOLICITATION
The purpose of the Offer is to repurchase all of the Notes and
facilitate the closings under the Charter Transaction Agreements. The purpose of
the Solicitation is to eliminate substantially all of the restrictive covenants
and certain events of default in the Indenture, thereby enhancing the operating
and financial flexibility of ICP-IV.
PRINCIPAL 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 Offerors are offering to purchase for cash all of
the outstanding Notes. The Total Consideration for each $1,000 principal amount
of Notes tendered pursuant to the Offer and for which a valid Consent is
delivered at or prior to the Consent Time will be the price calculated as
described in Schedule I to this Statement. The Total Consideration for each
$1,000 principal amount of Notes shall be equal to the present value of the
Earliest Redemption Amount set forth in the table on the cover page of this
Statement and the semi-annual interest payments that would have been payable
after the Payment Date to and including the Earliest Redemption Date set forth
in the table
1
<PAGE> 10
on the cover page of this Statement at a yield equal to the sum of (x) the yield
on the Reference Treasury Security set forth in the table on the cover page of
this Statement as calculated by the Dealer Managers and Solicitation Agents in
accordance with standard market practice, based on the bid price for such
Reference Treasury Security as of the Price Determination Date, the second
business day immediately preceding the business day on which the scheduled Offer
Expiration Time occurs, as displayed on Bloomberg Page PX 4 or any recognized
quotation source selected by the Dealer Managers and Solicitation Agents in
their sole discretion if the Bloomberg Government Pricing Monitor is not
available or is manifestly erroneous, and (y) 50 basis points (such total amount
being rounded to the nearest cent per $1,000 principal amount of Notes) less
accrued and unpaid interest on the Notes to, but not including, the Payment
Date. The Total Consideration minus the Consent Payment of $30 per $1,000
principal amount of Notes is herein referred to as the "Tender Offer
Consideration." The Consent Payment will be paid only to Holders who tender (and
not withdraw) their Notes and deliver (and not revoke) their Consents at or
prior to the Consent Time. The Consent Payment and the Tender Offer
Consideration will be payable on the Payment Date. The Earliest Redemption
Amount for the Notes is the amount payable or that would be payable on the
Earliest Redemption Date for the Notes, which is the earliest date on which the
Notes may be redeemed by the Offerors as a whole. Schedule II to this Statement
sets forth a hypothetical illustration of the Total Consideration and the Tender
Offer Consideration using an assumed Payment Date of September 29, 1999. In
addition, accrued and unpaid interest will be paid on the Notes to, but not
including, the Payment Date.
If at any time following a Price Determination Date, the Offerors
extend the Offer to any date which is two (2) business days or less after the
Offer Expiration Time based upon which such Price Determination Date had been
established, the Total Consideration and the Tender Offer Consideration for each
Note tendered pursuant to the Offer shall remain the Total Consideration or the
Tender Offer Consideration, respectively, as determined on such Price
Determination Date. If, however, the Offerors extend the Offer to any date which
is more than two (2) business days after the previously scheduled Offer
Expiration Time based upon which such Price Determination Date had been
established, then a new Price Determination Date shall be established (such new
Price Determination Date to be the second business day immediately preceding the
business day on which the new Offer Expiration Time occurs) and the Total
Consideration and the Tender Offer Consideration, as applicable, for each Note
tendered pursuant to the Offer shall be calculated based on the Reference
Treasury Security as of 2:00 p.m., New York City time, on such new Price
Determination Date.
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 Offerors are soliciting Consents to the Proposed
Amendments to the Indenture from Holders and will pay to Holders of Notes, on
the Payment Date, a Consent Payment of $30 for each $1,000 principal amount of
Notes for which such Holders validly consented to the Proposed Amendments at or
prior to the Consent Time. See "The Offer and the Solicitation--Principal Terms
of the Offer and Solicitation." The Total Consideration minus the Consent
Payment is the Tender Offer Consideration.
Although the yield on the Reference Treasury Security on the Price
Determination Date will be determined only from the source noted above,
information regarding the closing yield of the Reference Treasury Security may
also be found in The Wall Street Journal and The New York Times. A hypothetical
illustration of the calculation of the Total Consideration and the Tender Offer
Consideration for the Notes using the yield for the Reference Treasury Security
as of 2:00 p.m. on August 30, 1999 and demonstrating the application of the
assumptions and methodologies to be used in pricing the Offer is set forth in
Schedule II hereto.
Promptly after the Price Determination Date, but in any event before
9:00 a.m., New York City time, on the following business day (i.e., two business
days before the Offer Expiration Time), the Offerors 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, then
Holders who validly tender Notes and validly deliver Consents pursuant to the
Offer and the Solicitation at or prior to the Consent Time and who do not, at or
prior to the Consent Time, withdraw such tender or revoke such Consents will
receive the Total Consideration. Tenders of Notes and related Consents received
at or prior to the Consent Time will become irrevocable at the Consent Time,
except pursuant to the limited circumstances described herein. If the Notes are
accepted for payment pursuant to the Offer, then Holders who validly tender
Notes pursuant to the Offer and validly deliver Consents after the Consent Time
and prior to the Offer Expiration Time and who do not, at or prior to the Offer
Expiration Time, withdraw (pursuant to the limited circumstances described in
"The Offer and the Solicitation--Withdrawal of Tenders; Revocation of Consents")
such tender of Notes or revoke such Consents will only receive the Tender Offer
Consideration. 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 Depository at or prior
to the Consent Time. To validly tender Notes pursuant to the Offer, Holders must
also
2
<PAGE> 11
deliver, at the same time, the related Consents pursuant to the Solicitation.
The Offerors are not required to give notice of defective tender/consent to a
Holder whose tender of Notes and delivery of Consents is defective and Holders
should not rely on the Offerors to give such notice. See "The Offer and the
Solicitation--Procedures for Tendering Notes and Delivering Consents."
Because the Total Consideration and the Tender Offer Consideration for
the Notes is based, in whole or in part, on a fixed spread pricing formula
linked to the yield on the Reference Treasury Security, the Total Consideration
and Tender Offer Consideration for the Notes will be affected by changes in such
yield during the term of the Offer prior to the Price Determination Date.
Tenders of Notes and related Consents received at or prior to the
Consent Time may be withdrawn and revoked, respectively, at any time at or prior
to the Consent Time; tenders of Notes and the related Consents received at or
prior to the Consent Time will become irrevocable at the Consent Time, except
pursuant to the limited conditions described herein. After the Consent Time,
tendered Notes and related Consents may be withdrawn and revoked, respectively,
only pursuant to the limited circumstances described herein. A valid withdrawal
of tendered Notes will constitute the concurrent valid revocation of such
Holder's related Consent, and in order for a Holder to revoke a Consent, such
Holder must withdraw the related tendered Notes. If the Offer with respect to
the Notes is terminated without any Notes being purchased thereunder, the Notes
will be returned to the tendering Holders as promptly as practicable and the
Supplemental Indenture will not become operative. See "The Offer and the
Solicitation--Withdrawal of Tenders; Revocation of Consents."
The Dealer Managers and Solicitation Agents will notify the Depositary
of the amount of the Total Consideration and Tender Offer Consideration for each
$1,000 principal amount of the Notes promptly after the calculation thereof, and
the Depositary will have no responsibility for such calculation.
CONDITIONS OF THE OFFER AND THE SOLICITATION
The Offerors' obligation to accept, and pay for, Notes validly tendered
pursuant to the Offer and to make Consent Payments for Consents validly
delivered and not revoked pursuant to the Solicitation is conditioned upon
satisfaction of (a) the Requisite Consent Condition, (b) the Supplemental
Indenture Condition, (c) the Charter Transaction Condition and (d) the General
Conditions. Subject to applicable securities laws and the terms set forth in
this Statement, the Offerors reserve the right, prior to the expiration of the
Offer at the Offer Expiration Time, (i) to extend or to terminate the Offer and
the Solicitation or (ii) otherwise to amend the Offer or the Solicitation in any
respect. See "The Offer and the Solicitation --Conditions of the Offer and the
Solicitation."
OFFER EXPIRATION TIME; EXTENSION; AMENDMENT; TERMINATION
The Solicitation will expire at 12:00 midnight, New York City time, on
September 14, 1999, unless extended. The Offer will expire at 12:00 midnight,
New York City time, on September 28, 1999, unless extended. The Offerors
expressly reserve the absolute right, in their sole discretion and subject to
Rule 14e under the Exchange Act, to (i) waive any condition to the completion of
the Offer or the Solicitation, (ii) amend any terms of the Offer or the
Solicitation or (iii) modify (but excluding a reduction of) either the Total
Consideration or the Tender Offer Consideration with respect to the Notes. Any
waiver or amendment applicable to the Offer will apply to all Notes tendered,
regardless of when or in what order such Notes were tendered.
Any extension of the Consent Time or the Offer Expiration Time (and any
resulting change in the Price Determination Date as provided for herein) will be
followed by a public announcement thereof, to be issued no later than 9:00 a.m.,
New York City time, on the next business day following the previously scheduled
Consent Time or Offer Expiration Time, as applicable. The Offerors shall make
any such public announcement by issuing a release to the Dow Jones News Service.
If the Consent Time is extended, the Offerors presently intend to extend the
Offer, if necessary, so that the Offer Expiration Time occurs at least five (5)
business days after the Consent Time.
PAYMENT FOR NOTES AND CONSENTS
All Notes validly tendered in accordance with the procedures set forth
under "The Offer and the Solicitation--Procedures for Tendering Notes and
Delivering Consents" and not withdrawn in accordance with the procedures set
forth under "The Offer and the Solicitation--Withdrawal of Tenders; Revocation
of Consents" prior to the Offer Expiration Time will, upon the terms and subject
to the conditions hereof, including satisfaction of the Requisite
3
<PAGE> 12
Consent Condition, the Supplemental Indenture Condition, the Charter Transaction
Condition and the General Conditions, be accepted for payment by the Offerors,
and payments will be made therefor on the Payment Date. In such event, on the
Payment Date, the Offeror will concurrently make Consent Payments for Consents
validly delivered (and not revoked) at or prior to the Consent Time.
If the Offerors make a material change in the terms of the Offer or the
Solicitation or the information concerning the Offer or the Solicitation, the
Offerors 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 at or prior to the Consent Time in a manner
determined by the Offerors to constitute a material adverse change in the terms
of the Offer to the Holders of the Notes, the Offerors promptly will disclose
such amendment and, if necessary, extend the Solicitation for the Notes for a
period of time deemed by the Offerors to be adequate to permit Holders of the
Notes to withdraw their Notes and revoke their Consents. See "The Offer and the
Solicitation--Withdrawal of Tenders; Revocation of Consents."
Consents and Letters of Transmittal, Notes, Signature Guarantees,
Notices of Guaranteed Delivery and any other documents required by the
Instructions to the Consent and Letter of Transmittal should be sent only to the
Depositary and not to either of the Offerors, the Trustee, the Information Agent
or either of the Dealer Managers and Solicitation Agents.
SPECIAL CONSIDERATIONS
See "Special Considerations" and "Certain U.S. Federal Income Tax
Consequences" for a discussion of certain factors that should be considered in
evaluating the Offer and the Solicitation. See "The Proposed Amendments to the
Indenture" for a description of the Proposed Amendments to the Indenture.
PROPOSED AMENDMENTS TO INDENTURE; SUPPLEMENTAL INDENTURE
The Proposed Amendments provide that the Indenture will be amended by
eliminating, from and after the Operative Date, substantially all of the
restrictive covenants in the Indenture, other than the covenants to pay
principal and interest on the Notes, and certain events of default having to do
with cross defaults on other indebtedness and undischarged legal judgments.
Elimination of the restrictive covenants will enhance the operating and
financial flexibility of ICP-IV. The Proposed Amendments might have an adverse
effect on the value of the Notes as a result of the significant reduction in the
amount of Notes outstanding. See "Special Considerations" and "Proposed
Amendments to the Indenture."
The Supplemental Indenture, which will effect the Proposed Amendments,
will be executed by the Offerors and the Trustee at or promptly after receipt of
the Requisite Consents at the Consent Time, but the elimination of the
restrictive covenants and the events of default set forth in the Supplemental
Indenture will not become operative until the Operative Date. If the Offer is
terminated or withdrawn with respect to the Notes, or the Notes are not accepted
for payment, the Supplemental Indenture relating to the Notes will not become
operative, and no Tender Offer Consideration or Consent Payment will become
payable or be paid.
DEALER MANAGERS AND SOLICITATION AGENTS
The Offerors have retained TD Securities (USA) Inc. and Banc of America
Securities LLC to act as Dealer Managers and Solicitation Agents in connection
with the Offer and the Solicitation. Their respective addresses and telephone
numbers are set forth on the back cover of this Statement. The Dealer Managers
and Solicitation Agents may contact Holders regarding the Offer and the
Solicitation and may request brokers, dealers and other nominees to forward this
Statement and related materials to beneficial owners of Notes.
INFORMATION AGENT
The Information Agent is Beacon Hill Partners, Inc. 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 address and telephone number of the Information Agent are
set forth on the back cover of this Statement.
DEPOSITARY
The Depositary is The Bank of New York. Consents and Letters of
Transmittal, Notes, Signature Guarantees, Notices of Guaranteed Delivery and any
other documents required by the Instructions to the Consent and Letter of
Transmittal should be sent only to the Depositary. The address and telephone
number of the Depositary are set forth on the back cover of this Statement.
4
<PAGE> 13
INFORMATION CONCERNING THE OFFERORS
AND THE CHARTER TRANSACTIONS
THE OFFERORS
ICP-IV, through its subsidiaries, owns and operates cable television
systems in primarily urban and suburban areas in the Southeast, serving
approximately 606,200 basic subscribers at June 30, 1999. ICP-IV has one of the
largest concentrations of basic subscribers in the Southeast and, at June 30,
1999, was the largest cable television service provider in Tennessee. Affiliates
of AT&TBIS own approximately 50.4% of ICP-IV's non-preferred limited partnership
interests.
IPCC was formed solely for the purpose of being a co-obligor of the
Notes, and has no significant assets or properties.
THE CHARTER TRANSACTIONS
On April 20, 1999, ICP-IV and certain of its subsidiaries and partners
entered into the Charter Transaction Agreements. These agreements provide for
(i) the sale and exchange by ICP-IV of certain cable systems and the sale of the
stock of a subsidiary of ICP-IV that owns cable systems to affiliates of Charter
and (ii) the payment of distributions to the partners of ICP-IV, other than
those partners that are affiliates of AT&TBIS, in redemption of their
partnership interests in ICP-IV. Upon completion of the Charter Transactions,
ICP-IV's cable systems will include (i) the incumbent cable systems located in
Nashville and its suburbs which at June 30, 1999 served approximately 192,700
basic subscribers and (ii) cable systems located in Indiana, Kentucky, Montana
and Utah, which are to be obtained from Charter pursuant to the exchange, which
ICP-IV estimates served approximately 138,400 basic subscribers at June 30,
1999. Subject to the terms and conditions of the Charter Transaction Agreements,
affiliates of AT&TBIS have agreed to lend or contribute immediately available
funds to ICP-IV in an amount sufficient to enable ICP-IV, after taking into
account net amounts to be received from Charter in connection with the Charter
Transactions, to, among other things, (i) prepay all outstanding obligations
under an ICP-IV subsidiary's bank credit facility (the "Subsidiary Credit
Facility"), which at June 30, 1999, aggregated approximately $592 million, (ii)
retire all of the Notes and (iii) distribute to all partners of ICP-IV, other
than those partners that are affiliates of AT&TBIS, an amount sufficient to
redeem their partnership interests in ICP-IV in full.
The consummation of the Charter Transactions is subject to a number of
conditions. As of the date hereof, the remaining material conditions to closing
are (i) receipt of sufficient funds from affiliates of AT&TBIS to enable ICP-IV,
after taking into account net amounts to be received from Charter in connection
with the Charter Transactions, to, among other things, (A) prepay all
outstanding obligations under the Subsidiary Credit Facility, (B) retire all of
the Notes and (C) distribute to all partners of ICP-IV, other than those
partners that are affiliates of AT&TBIS, an amount sufficient to redeem their
partnership interests in ICP-IV in full and (ii) the receipt of requisite
regulatory approvals, including those from local franchise authorities, with
respect to substantially all of the cable systems of ICP-IV and its
subsidiaries. The closing of the Charter Transactions is tentatively scheduled
for the end of September 1999, and it is anticipated that Notes validly tendered
(and not withdrawn) pursuant to the Offer will be accepted immediately prior to
or concurrently with the closing of the Charter Transactions. The Offerors
expressly reserve the absolute right, in their sole discretion and subject to
Rule 14e under the Exchange Act, to extend either the Consent Time or the Offer
Expiration Time for this purpose.
ICP-IV believes that the transactions contemplated by the Charter
Transaction Agreements could be consummated in compliance with the Indenture as
currently in effect.
SOURCES AND USES OF FUNDS
The total amount of funds required by the Offerors to pay the Total
Consideration and to cover fees and expenses relating to the Offer and
Solicitation are estimated to be approximately $233.0 million, assuming the
pricing conditions outlined in Schedule II. ICP-IV expects to obtain all of the
funds necessary to pay the Total Consideration from affiliates of AT&TBIS, net
of amounts received from Charter in connection with the Charter Transactions.
The obligations of such affiliates of AT&TBIS and Charter to close the Charter
Transaction Agreements (and thereby provide ICP-IV with such funds) are subject
to the satisfaction of substantially all the conditions precedent to closing
under the Charter Transaction Agreements. See "Information Concerning the
Offerors and the Charter Transactions--The Charter Transactions" above.
5
<PAGE> 14
SPECIAL CONSIDERATIONS
In deciding whether to participate in the Offer and the Solicitation,
each Holder and beneficial owner of Notes should consider carefully the
following, in addition to the other information contained and incorporated by
reference in this Statement.
ADVERSE EFFECT OF THE PROPOSED AMENDMENTS ON HOLDERS WHO DO NOT TENDER
The successful completion of the Offer and the Solicitation may have
certain material adverse consequences to holders of Notes not tendered in the
Offer. If the Proposed Amendments are adopted and the Offer is consummated,
Notes that are not tendered, or that are not accepted for purchase and payment,
pursuant to the Offer will remain outstanding but will be subject to the terms
of the Indenture as modified by the Supplemental Indenture. See "The Proposed
Amendments to the Indenture." As a result of the adoption of the Proposed
Amendments, holders of such outstanding Notes will not be entitled to the
benefits of substantially all of the restrictive covenants presently contained
in the Indenture. The modifications to the Indenture, which will be effected by
the adoption of the Proposed Amendments, will permit ICP-IV to take actions that
could materially increase the credit risks faced by holders of Notes or that
could otherwise be materially adverse to the interests of holders of Notes.
Under the Indenture as currently in effect, ICP-IV is obligated to file
with the Commission periodic reports under the Exchange Act and, at such time as
it is no longer subject to the requirements of the Exchange Act, to file with
the Commission such annual, quarterly and periodic reports as would be required
in filings with the Commission on Forms 10- K, 10-Q and 8-K, and to furnish
copies thereof to holders. If the Offer is consummated and the Proposed
Amendments are adopted and become operative, ICP-IV intends to terminate its
registration under the Exchange Act, at which time it will no longer be
obligated under the Indenture or applicable law to file reports with the
Commission or to furnish copies thereof to Holders. This would adversely affect
the amount of publicly available information about ICP-IV and might affect the
liquidity and trading prices of the Notes.
CONSENT PAYMENT
On the Payment Date, each tendering Holder who validly consented to the
Proposed Amendments at or prior to the Consent Time will receive, as part of the
Total Consideration, a Consent Payment equal to $30 per $1,000 principal amount
of such Holder's Notes for which Consents have been validly delivered and not
revoked at or prior to the Consent Time. With respect to the Offer, 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 Time, or such Holder's Notes and Consents are withdrawn and revoked and
not properly retendered and redelivered at or prior to the Consent Time, such
Holder will not receive a Consent Payment even though the related Proposed
Amendments may be effective as to each of such Holder's Notes that are not
purchased in the Offer.
MARKET AND TRADING INFORMATION
The Notes are not listed on any securities exchange or included in any
automated quotation system. The Offerors believe that the trading activity for
the Notes is currently limited and, to the extent that Notes are tendered and
accepted in the Offer, any trading market for the Notes that remain outstanding
thereafter 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. Therefore, the
market price for Notes not tendered or not purchased may be affected adversely
to the extent the amount of Notes tendered and purchased pursuant to the Offer
reduces the float of the Notes. The reduced float may also tend to make the
trading price of the Notes more volatile. In addition, upon the effectiveness of
the Proposed Amendments, substantially all of the restrictive covenants and
certain events of default contained in the Indenture will be eliminated, which
may adversely affect the market price for the Notes. There can be no assurance
that any trading market will exist for the Notes following the Offer. The extent
of the market for the Notes following consummation of the Offer would depend
upon, among other factors, the number of Holders that remain at such time and
the interest in maintaining a market in the Notes on the part of securities
firms.
OTHER POSSIBLE TRANSACTIONS
The Offerors may purchase Notes that are not tendered and accepted
pursuant to the Offer after the Offer Expiration Time through open market or
privately negotiated transactions, one or more additional tender or exchange
offers or otherwise on terms that may or may not differ materially from the
terms of the Offer.
6
<PAGE> 15
THE OFFER AND THE SOLICITATION
PURPOSE OF THE OFFER AND THE SOLICITATION
The purpose of the Offer is to repurchase all of the Notes and
facilitate the closings under the Charter Transaction Agreements. The purpose of
the Solicitation is to eliminate substantially all of the restrictive covenants
and certain events of default in the Indenture, thereby enhancing the operating
and financial flexibility of ICP-IV. See "Information Concerning the Offerors
and the Charter Transactions," "Sources and Uses of Funds," "Special
Considerations" and "The Proposed Amendments to the Indenture."
The Offerors expressly reserve the absolute right, in their sole
discretion, from time to time to purchase any Notes after the Offer Expiration
Time, through open market or privately negotiated transactions, one or more
additional tender or exchange offers or otherwise on terms that may or may not
differ materially from the terms of the Offer.
PRINCIPAL TERMS OF THE OFFER AND SOLICITATION
The Offerors hereby offer to purchase for cash all $204.4 million
aggregate principal amount of the outstanding Notes.
The Total Consideration for each $1,000 principal amount of Notes
tendered and for which a valid Consent is delivered at or prior to the Consent
Time pursuant to the Offer will be the price calculated as described in Schedule
I to this Statement. The Total Consideration for each $1,000 principal amount of
Notes shall be equal to the present value of the Earliest Redemption Amount set
forth in the table on the cover page of this Statement and the semi-annual
interest payments that would have been payable after the Payment Date to and
including the Earliest Redemption Date set forth in the table on the cover page
of this Statement at a yield equal to the sum of (x) the yield on the Reference
Treasury Security set forth in the table on the cover page of this Statement as
calculated by the Dealer Managers and Solicitation Agents in accordance with
standard market practice, based on the bid price for such Reference Treasury
Security as of the Price Determination Date, the second business day immediately
preceding the business day on which the scheduled Offer Expiration Time occurs,
as displayed on Bloomberg Page PX 4 or any recognized quotation source selected
by the Dealer Managers and Solicitation Agents in their sole discretion if the
Bloomberg Government Pricing Monitor is not available or is manifestly
erroneous, and (y) 50 basis points (such total amount being rounded to the
nearest cent per $1,000 principal amount of Notes) less accrued and unpaid
interest on the Notes to, but not including, the Payment Date. The Total
Consideration minus the Consent Payment is herein referred to as the "Tender
Offer Consideration." The Consent Payment will be paid only to Holders who
tender (and not withdraw) their Notes and deliver (and not revoke) their
Consents at or prior to the Consent Time. The Consent Payment and the Tender
Offer Consideration will be payable on the Payment Date. The Earliest Redemption
Amount for the Notes is the amount payable or that would be payable on the
Earliest Redemption Date for the Notes, which is the earliest date on which the
Notes may be redeemed by the Offerors as a whole. Schedule II to this Statement
sets forth a hypothetical illustration of the Total Consideration and the Tender
Offer Consideration using an assumed Payment Date of September 29, 1999. In
addition, accrued and unpaid interest will be paid on the Notes to, but not
including, the Payment Date.
If at any time following a Price Determination Date, the Offerors
extend the Offer to any date which is two (2) business days or less after the
Offer Expiration Time based upon which such Price Determination Date had been
established, the Total Consideration and the Tender Offer Consideration for each
Note tendered pursuant to the Offer shall remain the Total Consideration or the
Tender Offer Consideration, respectively, as determined on such Price
Determination Date. If, however, the Offerors extend the Offer to any date which
is more than two (2) business days after the previously scheduled Offer
Expiration Time based upon which such Price Determination Date had been
established, then a new Price Determination Date shall be established (such new
Price Determination Date to be the second business day immediately preceding the
business day on which the new Offer Expiration Time occurs) and the Total
Consideration and the Tender Offer Consideration, as applicable, for each Note
tendered pursuant to the Offer shall be calculated based on the Reference
Treasury Security as of 2:00 p.m., New York City time, on such new Price
Determination Date.
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 Offerors are soliciting Consents to the Proposed
Amendments to the Indenture from Holders and will pay to Holders of Notes, on
the Payment Date, a Consent Payment of $30 for each $1,000 principal amount of
Notes for which such Holders validly consented to the Proposed Amendments at or
prior to the Consent Time.
7
<PAGE> 16
Although the yield on the Reference Treasury Security on the Price
Determination Date will be determined only from the source noted above,
information regarding the closing yield of the Reference Treasury Security may
also be found in The Wall Street Journal and The New York Times. A hypothetical
illustration of the calculation of the Total Consideration and the Tender Offer
Consideration for the Notes using the yield for the Reference Treasury Security
as of 2:00 p.m. on August 30, 1999 and demonstrating the application of the
assumptions and methodologies to be used in pricing the Offer is set forth in
Schedule II hereto.
Promptly after the Price Determination Date, but in any event before
9:00 a.m., New York City time, on the following business day (i.e., two business
days before the Offer Expiration Time), the Offerors 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, then
Holders who validly tender Notes and validly deliver Consents pursuant to the
Offer and the Solicitation at or prior to the Consent Time and who do not, at or
prior to the Consent Time, withdraw such tender or revoke such Consents will
receive the Total Consideration. Tenders of Notes and related Consents received
at or prior to the Consent Time will become irrevocable at the Consent Time,
except pursuant to the limited circumstances described herein. If the Notes are
accepted for payment pursuant to the Offer, then Holders who validly tender
Notes pursuant to the Offer and validly deliver Consents after the Consent Time
and at or prior to the Offer Expiration Time, and who do not withdraw such
tender and revoke such consent pursuant to the limited circumstances described
herein, will only receive the Tender Offer Consideration. 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 Depository at or prior to the Consent Time. To validly tender
Notes pursuant to the Offer, Holders must also deliver, at the same time, the
related Consents pursuant to the Solicitation. The Offerors are not required to
give notice of defective tender/consent to a Holder whose tender of Notes and
delivery of Consents is defective and Holders should not rely on the Offerors to
give such notice. See "--Procedures for Tendering Notes and Delivering Consents"
and "--Withdrawal of Tenders; Revocation of Consents".
Because the Total Consideration and the Tender Offer Consideration for
the Notes is based, in whole or in part, on a fixed spread pricing formula
linked to the yield on the Reference Treasury Security, the Total Consideration
and Tender Offer Consideration for the Notes will be affected by changes in such
yield during the term of the Offer prior to the Price Determination Date.
Tenders of Notes and related Consents received prior to the Consent
Time may be withdrawn and revoked, respectively, at any time at or prior to the
Consent Time; tenders of Notes and the related Consents received at or prior to
the Consent Time will become irrevocable at the Consent Time, except pursuant to
the limited circumstances described herein. After the Consent Time, tendered
Notes and related Consents may be withdrawn and revoked, respectively, only
pursuant to the limited circumstances described herein. A valid withdrawal of
tendered Notes will constitute the concurrent valid revocation of such Holder's
related Consent, and in order for a Holder to revoke a Consent, such Holder must
withdraw the related tendered Notes. If the Offer with respect to the Notes is
terminated without any Notes being purchased thereunder, the Notes will be
returned to the tendering Holders as promptly as practicable and the
Supplemental Indenture will not become operative. See "--Withdrawal of Tenders;
Revocation of Consents" below.
The Dealer Managers and Solicitation Agents will notify the Depositary
of the amount of the Total Consideration and Tender Offer Consideration for each
$1,000 principal amount of the Notes promptly after the calculation thereof, and
the Depositary will have no responsibility for such calculation.
EXPIRATION DATE; EXTENSION; AMENDMENT; TERMINATION
The Solicitation will expire at 12:00 midnight, New York City time, on
September 14, 1999, unless extended. The Offer will expire at 12:00 midnight,
New York City time, on September 28, 1999, unless extended.
The Offerors expressly reserve the absolute right, in their sole
discretion and subject to Rule l4e under the Exchange Act, to (i) waive any
condition to completion of the Offer or the Solicitation, (ii) amend any terms
of any of the Offer or the Solicitation or (iii) modify (but excluding a
reduction of) either the Total Consideration or the Tender Offer Consideration
with respect to the Notes. Any waiver or amendment applicable to the Offer will
apply to all Notes tendered, regardless of when or in what order such Notes were
tendered. If the Offerors make a change in the terms of the Offer or the
Solicitation or the information concerning the Offer or the Solicitation in a
manner determined by the Offerors, in their sole discretion, to constitute a
material adverse change to the Holders of the Notes, the Offerors will
disseminate additional material in respect
8
<PAGE> 17
of the Offer or the Solicitation and will extend the Offer and the Solicitation,
in each case to the extent required by law. If the Offerors increase the amount
of the Tender Offer Consideration to be paid in the Offer, all Holders who have
validly tendered Notes, whether before or after the date on which the Tender
Offer Consideration was increased, will receive the increased Tender Offer
Consideration. See "--Withdrawal of Tenders; Revocation of Consents" below.
The Offerors expressly reserve the right, in their sole discretion, to
terminate the Offer and the Solicitation if any of the conditions set forth
below under "--Conditions of the Offer and the Solicitation" shall remain
unfulfilled and shall not have been waived by the Offerors. Any such termination
will promptly be disclosed by the Offerors. In the event the Offerors terminate
the Offer and the Solicitation, they shall give immediate notice thereof to the
Depositary, and all Notes theretofore tendered pursuant to the Offer shall be
returned promptly to the tendering Holders thereof. In such event, the Proposed
Amendments shall, by the terms of the Supplemental Indenture, be of no force and
effect. See "--Withdrawal of Tenders; Revocation of Consents" and "--Conditions
of the Offer and the Solicitation" below.
CONDITIONS OF THE OFFER AND THE SOLICITATION
Notwithstanding any other provision of the Offer and the Solicitation
and in addition to (and not in limitation of) the Offerors' right to extend
and/or amend the Offer and the Solicitation, the Offerors shall not be required
to accept for payment or pay for any Notes or make any Consent Payments, and may
delay the acceptance for payment of, any tendered Notes, subject to Rule
14e-l(c) under the Exchange Act, postpone making any Consent Payments and may,
prior to the Offer Expiration Time, terminate the Offer and the Solicitation, if
the Requisite Consent Condition, the Supplemental Indenture Condition, the
Charter Transaction Condition or the General Conditions shall not have been
satisfied. The "General Conditions" refer to the condition that none of the
following shall have occurred:
(i) there shall have been instituted, threatened or be pending any
action or proceeding (or there shall have been any material adverse development
in any action or proceeding currently instituted, threatened or pending) before
or by any court, governmental, regulatory or administrative agency or
instrumentality, or by any other person or entity, in connection with the Offer
or the Solicitation that is, or could reasonably be expected to be, in the sole
judgment of the Offerors, materially adverse to the business, operations,
properties, condition (financial or otherwise), assets, liabilities or prospects
of ICP-IV and its subsidiaries, taken as a whole, or which would or might, in
the sole judgment of the Offerors, prohibit, prevent, restrict or delay
consummation of the Offer or the Solicitation;
(ii) an order, statute, rule, regulation, executive order, stay,
decree, judgment or injunction shall have been proposed, enacted, entered,
issued, promulgated, enforced or deemed applicable by any court of governmental,
regulatory or administrative agency or instrumentality that, in the sole
judgment of the Offerors, would or might prohibit, prevent, restrict or delay
consummation of the Offer or the Solicitation or that is, or could reasonably be
expected to be, materially adverse to the business, operations, properties,
condition (financial or otherwise), assets, liabilities or prospects of ICP-IV
and its subsidiaries, taken as a whole;
(iii) there shall have occurred or be likely to occur any event
affecting the business or financial affairs of ICP-IV that, in the sole judgment
of the Offerors, would or might prohibit, prevent, restrict or delay
consummation of the Offer or the Solicitation, or will, or could reasonably be
expected to, materially impair the contemplated benefits of either the Offer or
the Solicitation to ICP-IV and its subsidiaries or otherwise result in the
consummation of either the Offer or the Solicitation not being or not reasonably
likely to be in the best interest of ICP-IV or any of its subsidiaries;
(iv) the Trustee under the Indenture shall have objected in any respect
to, or taken action that could, in the sole judgment of the Offerors, adversely
affect the consummation of the Offer or the Solicitation or the Offerors'
ability to effect any of the Proposed Amendments or shall have taken any action
that challenges the validity or effectiveness of the procedures used by the
Offerors in soliciting the Consents (including the form thereof) or in the
making of the Offer or the Solicitation or the acceptance of, or payment for,
the Notes and/or the Consents; or
(v) there shall have occurred (1) any general suspension of, or
limitation on prices for, trading in securities in the United States securities
or financial markets, (2) any significant adverse change, in the reasonable
judgment of the Offerors, in the price of the Notes, (3) a material impairment,
in the reasonable judgment of the Offerors, in the trading market for debt
securities, (4) a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States or other major financial
markets, (5) any limitation (whether or not mandatory) by any government or
governmental, administrative or regulatory authority or agency, domestic or
foreign, or other event that, in the reasonable judgment of the Offerors, might
affect the extension of credit by banks or other lending institutions, (6) a
commencement
9
<PAGE> 18
of a war or armed hostilities or other national or international calamity
directly or indirectly involving the United States or (7) in the case of any of
the foregoing existing on the date hereof, a material acceleration or worsening
thereof.
The foregoing conditions are for the sole benefit of the Offerors and
may be asserted by the Offerors regardless of the circumstances giving rise to
any such condition (including any action or inaction by either of the Offerors)
and may be waived by the Offerors, in whole or in part, at any time and from
time to time, in the sole discretion of the Offerors. The failure by the
Offerors at any time to exercise any of the foregoing rights will not be deemed
a waiver of any right and each right will be deemed an ongoing right which may
be asserted at any time and from time to time. Any determination by the Offerors
concerning any of the events described above shall be final and binding upon all
persons.
ACCEPTANCE OF NOTES FOR PURCHASE; PAYMENT FOR NOTES AND CONSENTS
Upon the terms and subject to the conditions of the Offer and the
Solicitation, after the Offerors accept the Notes for purchase, they will pay
for Notes validly tendered and not withdrawn under the Offer and make Consent
Payments for Consents validly delivered and not revoked under the Solicitation
at or prior to the Consent Time on the Payment Date. The Offerors expressly
reserve the right, in their sole discretion, to (i) delay acceptance for
purchases of Notes tendered under the Offer or the payment for Notes accepted
for purchase (subject to Rule 14e-1 under the Exchange Act, which requires that
the Offerors pay the consideration offered or return the Notes deposited by or
on behalf of the Holders of Notes promptly after the termination or withdrawal
of the Offer), (ii) not make Consent Payments or (iii) terminate the Offer and
Solicitation, in each case, if any of the conditions set forth under
"--Conditions of the Offer and Solicitation" above shall not have been satisfied
and shall not have been validly waived by the Offerors or in order to comply in
whole or in part with any applicable law. In all cases, payment for Notes
accepted for purchase pursuant to the Offer and payment for the Consents
pursuant to the Solicitation 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 under "--Procedures for Tendering Notes and
Delivering Consents" below, (ii) a properly completed and duly executed Consent
and Letter of Transmittal (or manually signed facsimile thereof) or a properly
transmitted Agent's Message (as defined below) and (iii) any other documents
required by the Consent and Letter of Transmittal.
For purposes of the Offer, the Offerors will be deemed to have accepted
for purchase validly tendered Notes (or defectively tendered Notes with respect
to which the Offerors have waived such defect) if, as and when the Offerors give
oral (promptly confirmed in writing) or written notice thereof to the
Depositary. For purposes of the Solicitation, Consents received by the
Depositary at or prior to the Consent Time will be deemed to have been accepted
at the Consent Time. Payment for Notes accepted for purchase in the Offer and
for Consents validly delivered pursuant to the Solicitation will be made by or
on behalf of the Offerors by deposit with the Depositary, which will act as
agent for the tendering and consenting Holders for the purpose of receiving the
Tender Offer Consideration and Consent Payments and transmitting such monies to
the appropriate Holders. Upon the terms and subject to the conditions of the
Offer and the Solicitation, delivery of the Tender Offer Consideration for Notes
accepted for purchase pursuant to the Offer and delivery of the Consent Payment
for Consents validly delivered pursuant to the Solicitation, will be made by the
Depositary as promptly as practicable after receipt of funds from the Offerors
for the payment of the Tender Offer Consideration and Consent Payments in
respect of such Notes by the Depositary.
Tenders of Notes pursuant to the Offer and delivery of Consents
pursuant to the Solicitation in respect of such Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof.
If, for any reason, acceptance for purchase or of payment for validly
tendered Notes pursuant to the Offer or payment for validly delivered Consents
in respect thereof pursuant to the Solicitation is delayed or the Offerors are
unable to accept for purchase or pay for validly tendered Notes pursuant to the
Offer, or validly delivered Consents pursuant to the Solicitation, then, without
prejudice to the rights of the Offerors under "--Expiration Date; Extension;
Amendment; Termination" and "--Conditions of the Offer and the Solicitation"
above and "--Withdrawal of Tenders; Revocation of Consents" below, but subject
to Rule 14e-1 under the Exchange Act, the Depositary may, nevertheless, on
behalf of the Offerors, retain tendered Notes and related Consents and such
Notes may not be withdrawn nor may the related Consents be revoked.
If any tendered Notes are not accepted for payment for any reason
pursuant to the terms and conditions of the Offer or if certificates are
submitted evidencing more Notes than are tendered, certificates evidencing
unpurchased Notes will be returned, without expense, to the tendering Holder
(or, in the case of Notes tendered by book-entry transfer into the Depositary's
account at DTC pursuant to the procedure set forth under the caption
"--Procedures For Tendering Notes and
10
<PAGE> 19
Delivering Consents--Book-Entry Delivery Procedures" below, such Notes will be
credited to an account maintained at DTC designated by the DTC Participant
therein that so delivered such Notes), unless otherwise requested by such Holder
under "Special Delivery Instructions" in the Consent and Letter of Transmittal,
as promptly as practicable following the Offer Expiration Time or termination of
the Offer.
Tendering Holders of Notes purchased in the Offer will not be obligated
to pay brokerage commissions or fees or to pay transfer taxes with respect to
the purchase of their Notes unless the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" in the Consent
and Letter of Transmittal has been completed, as described in the Instructions
to such Consent and Letter of Transmittal. The Offerors will pay all other
charges and expenses in connection with the Offer and the Solicitation.
PROCEDURES FOR TENDERING NOTES AND DELIVERING CONSENTS
GENERAL
Holders of Notes must validly tender (and not withdraw) their Notes and
deliver (and not revoke) their Consents at or prior to the Consent Time in order
to receive both the Tender Offer Consideration and the Consent Payment. Holders
who validly tender (and do not withdraw pursuant to the limited circumstances
described herein) Notes after the Consent Time, but at or prior to the Offer
Expiration Time, will receive only the Tender Offer Consideration. In order for
a Holder to receive any consideration, it must validly tender (and not withdraw)
its Notes and deliver (and not revoke) the related Consents to the Proposed
Amendments. The tender by a Holder of Notes pursuant to the Offer after the
Consent Time and at or prior to the Offer Expiration Time, in accordance with
the procedures described below, will constitute the delivery of a Consent with
respect to the Notes tendered, even though no Consent Payment will be paid to
such Holder. Holders may not validly tender their Notes pursuant to the Offer
unless, at the same time, they deliver the related Consents pursuant to the
Solicitation.
The method of delivery of Notes, the Consent and Letter of Transmittal,
any required signature guarantees and all other required documents, including
delivery through DTC and any acceptance of an Agent's Message transmitted
through ATOP, is at the election and risk of the person tendering Notes and
delivering a Consent and Letter 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 such 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 Time or the Offer Expiration Time to permit delivery to the Depositary
prior to such date.
The tender by a Holder of Notes (and subsequent acceptance of such
tender by the Offerors) pursuant to one of the procedures set forth below will
constitute a binding agreement between such Holder and the Offerors 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.
TENDER OF NOTES HELD IN PHYSICAL FORM
To effectively tender Notes (and thereby deliver Consents) 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 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) at or prior to the
Offer Expiration Time (or, if the Holder desires to receive the Consent Payment,
at or prior to the Consent Time); provided, however, that the tendering Holder
may also comply with the guaranteed delivery procedure set forth below. See
"--Guaranteed Delivery" below. The Consent and Letter of Transmittal and Notes
should be sent only to the Depositary and should not be sent to the Offerors,
the Information Agent, the Trustee or either of the Dealer Managers and
Solicitation Agents.
TENDER OF NOTES HELD THROUGH A CUSTODIAN
11
<PAGE> 20
To effectively tender Notes that are held of record by a custodian
bank, depositary, broker, trust company or other nominee, the beneficial owner
thereof must instruct such Holder to tender the Notes and related Consents on
the beneficial owner's behalf. A form is included in the Solicitation materials
provided with this Statement which may be used by a beneficial owner to instruct
a custodian to tender Notes and deliver Consents.
TENDER OF NOTES HELD THROUGH DTC
To effectively tender Notes held through DTC, DTC Participants should
transmit their acceptance through ATOP, for which the Offer and the Solicitation
are eligible, and DTC will then edit and verify the acceptance and send an
Agent's Message to the Depositary. 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.
Except as provided below, unless the Notes being tendered are deposited
with the Depositary at or prior to the Offer Expiration Time (accompanied by a
properly completed and duly executed Consent and Letter of Transmittal or a
properly transmitted Agent's Message), the Offerors may, at their option, treat
such tender as defective for purposes of the right to receive the Tender Offer
Consideration. 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 and the Solicitation 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 and Consents by causing DTC to
transfer such Notes into the Depositary's account in accordance with DTC's
procedures for such transfer. However, although delivery of Notes and Consents
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 at or prior to the Offer
Expiration Time (or, if the beneficial owner desires to receive the Consent
Payment, at or prior to the Consent Time) or the guaranteed delivery procedure
described below must be complied with. See "--Guaranteed Delivery" below.
Delivery of documents to DTC does not constitute delivery to the Depositary. The
confirmation of a book-entry transfer into the Depositary's account at DTC as
described above is referred to herein as a "Book-Entry Confirmation."
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 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 the Letter of Transmittal and the Offerors may enforce such
agreement against such participants.
SIGNATURE GUARANTEES
Signatures on all Consents and Letters of Transmittal accompanying
tendered Notes 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 (each a "Medallion
Signature Guarantor"), unless the Notes are tendered (i) by the registered
Holder of such Notes (or by a DTC Participant whose name appears on a security
position listing as the owner of Notes on the date of tender) who has not
completed any of the boxes entitled "Special Issuance/Delivery 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. 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 related 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 Consent and Letter
of Transmittal accompanying the tendered Notes must be guaranteed by a Medallion
Signature Guarantor as described above. See Instructions 1 and 6 of the Consent
and Letter of Transmittal.
GUARANTEED DELIVERY
12
<PAGE> 21
If a Holder desires to tender Notes pursuant to the Offer 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, at or prior to the Offer
Expiration Time, such Holder may nevertheless tender such Notes with the effect
that such tender will be deemed to have been received prior to the Offer
Expiration Time 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 Offerors herewith, or an
Agent's Message with respect to guaranteed delivery that is accepted by the
Offerors, is received by the Depositary at or prior to the Offer Expiration
Time; 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 the 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 business 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.
Under no circumstances will interest be paid by the Offerors by reason
of any delay in making payment to any person using the guaranteed delivery
procedures. The Tender Offer Consideration for Notes tendered pursuant to the
guaranteed delivery procedures will be the same as that for Notes delivered to
the Depositary at or prior to the Offer Expiration Time, 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. The guaranteed delivery procedures
may not be used to tender Notes or deliver Consents at or prior to the Consent
Time.
By executing a Consent and Letter of Transmittal as set forth above,
and subject to acceptance for payment of, and payment for, the Notes tendered
therewith, a tendering Holder irrevocably (i) sells, assigns and transfers to or
upon the order of the Offerors all right, title and interest in and to all the
Notes tendered thereby, (ii) releases and discharges the Offerors and any and
all other persons from any and all 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 and any claims
arising out of the Holder's ownership of the Notes or any decline in the value
thereof, and (iii) irrevocably constitutes and appoints the Depositary the true
and lawful agent of such Holder with respect to such Notes, with full power of
substitution to (x) deliver certificates for such Notes to the Offerors or
transfer ownership of such Notes on the account books maintained by DTC and
deliver all accompanying evidences of transfer and authenticity to or upon the
order of the Offerors upon receipt by the Depositary, as the Holder's agent, of
the purchase price for such Notes and (y) present such Notes for transfer on the
books of the Offerors and receive all benefits and otherwise exercise all rights
of beneficial ownership of such Notes, all in accordance with the terms of the
Offer and the Solicitation.
LOST OR MISSING CERTIFICATES
If a Holder of Notes desires to tender Notes pursuant to the Offer, but
the certificates evidencing such Notes have been mutilated, lost, stolen or
destroyed, such Holder should write to or telephone the Trustee, at the address
or telephone number listed below, about procedures for obtaining replacement
certificates for Notes and arranging for indemnification or about any other
matter which requires handling by such Trustee:
The Bank of New York
Reorganization Department
101 Barclay Street, Floor 7E
New York, New York 10286
Attention: Kwei Aryeetey, Corporate Trust Operations
Telephone: (212) 815-3687
Facsimile (212) 815-6339
OTHER MATTERS
13
<PAGE> 22
Notwithstanding any other provision hereof, payment of the Tender Offer
Consideration for Notes tendered and accepted for payment pursuant to the Offer
and payment of the Consent Payment for Consents validly delivered and not
revoked at or prior to the Consent Time will, in all cases, be made only after
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 copy thereof) with
respect to such Notes or a properly transmitted Agent's Message, properly
completed and duly executed, with any required signature guarantees and any
other documents required by the Consent and Letter of Transmittal.
Tenders of Notes pursuant to any of the procedures described above and
acceptance thereof by the Offerors will constitute a binding agreement between
the tendering Holder and the Offerors upon the terms and subject to the
conditions of the Offer and the Solicitation.
All questions as to the form of all documents and the validity
(including time of receipt) and acceptance of all tenders of Notes and
deliveries of Consents will be determined by the Offerors, in their sole
discretion, whose determination shall be final and binding. Conditional or
contingent tenders of Notes or deliveries of Consents will not be considered
valid. The Offerors reserve the absolute right to reject any or all tenders of
Notes or deliveries of Consents determined by them not to be in proper form or,
in the case of the Notes, if the acceptance or payment for such Notes may, in
the Offeror's opinion, be unlawful. The Offerors also reserve the absolute right
to waive any defects, irregularities or conditions of tenders of particular
Notes or of delivery of particular Consents. The Offerors' interpretations of
the terms and conditions of the Offer and the Solicitation (including the
instructions in the Consent and Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Notes or
deliveries of Consents must be cured within such time as the Offerors determine,
unless waived by the Offerors. 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 Offerors or cured. A defective tender may, in the sole discretion
of the Offerors, constitute a valid Consent, and be counted for purposes of
determining whether Requisite Consents have been obtained, even if the
accompanying Notes are not accepted for purchase by reason of such defect. None
of ICP-IV, IPCC, the Depositary, the Information Agent, either of the Dealer
Managers and Solicitation Agents, the Trustee or any other person will be under
any duty to give notice of any defects of irregularities in tenders of Notes or
deliveries of Consents, or will incur any liability to Holders for failure to
give any such notice.
WITHDRAWAL OF TENDERS; REVOCATION OF CONSENTS
Tenders of Notes may be withdrawn and the related Consents may be
revoked at any time at or prior to the Consent Time; tenders of Notes and
related Consents received at or prior to the Consent Time will become
irrevocable at the Consent Time, except under the limited circumstances
described in the third sentence of this paragraph. Tenders of Notes and delivery
of Consents made after the Consent Time and prior to the Offer Expiration Time
may not be withdrawn or revoked, respectively, except under the limited
circumstances described in the following sentence. If, after the Consent Time,
the Offerors decrease either (i) the principal amount of Notes subject to the
Offer or (ii) the Tender Offer Consideration (however, fluctuations in the
Reference Treasury Security prior to the Price Determination Date, shall not
constitute a change in the Tender Offer Consideration by the Offerors) or (iii)
the Consent Payment, then previously tendered Notes may be validly withdrawn
until the Offer Expiration Time, which shall be extended to the extent required
by law. In any event before 9:00 a.m., New York City time, on the business day
following such action, the Offerors shall make a public announcement of any such
reduction and the resulting extension of the Offer Expiration Time by issuing a
release to the Dow Jones News Service. In the event of a termination of the
Offer, the Notes tendered pursuant to the Offer will be returned promptly to the
tendering Holders and the Supplemental Indenture will not become operative.
For a withdrawal of Notes tendered prior to the Consent Time (and the
concurrent revocation of Consents) to be effective, prior to the Consent Time
(or, if Notes may be withdrawn thereafter pursuant to the Offer, prior to the
Offer Expiration Time) (a) a written, telegraphic or facsimile transmission
notice of withdrawal must be received by the Depositary at its address set forth
on the back cover of this Statement or (b) the appropriate procedures of ATOP
(including the delivery to the Depositary of a Request Message (as defined
below) must be complied with. Any notice of withdrawal for Notes that were
tendered by physical delivery 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 and the aggregate principal amount
represented by such Notes and (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 withdrawal on behalf of such Holder. In
14
<PAGE> 23
the case of Notes tendered by book-entry transfer through DTC, the DTC
Participant that tendered the Notes must deliver a notice of withdrawal (which
specifies the name and number of the account at DTC to be credited with the
withdrawn Notes) by means of ATOP and transmit such request to DTC and DTC must
edit and verify such withdrawal request and transmit a request message to the
Depositary reporting such withdrawal request submitted by the DTC Participant (a
"Request Message"). If Notes to be withdrawn have been delivered or otherwise
identified to the Depositary, a signed notice of withdrawal or Request Notice
will be effective upon receipt by the Depositary even if physical release, or
credit to the account of a DTC Participant's account, is not yet effected. Any
Notes properly withdrawn will be deemed to be not validly tendered for purposes
of the Offer, and will constitute the concurrent valid revocation of such
Holder's Consents.
All questions as to the validity (including time of receipt) of notices
of withdrawal and revocation of Notes and Consents will be determined by the
Offerors, in the Offerors' sole discretion (whose determination shall be final
and binding). None of ICP-IV, IPCC, the Depositary, the Information Agent,
either of the Dealer Managers and Solicitation Agents, the Trustee or any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or revocation of Notes and Consents,
or incur any liability for failure to give such notification.
15
<PAGE> 24
THE PROPOSED AMENDMENTS TO THE INDENTURE
The Proposed Amendments would delete in their entirety the following
restrictive covenants, and all references thereto in the Indenture, and the
following events of default. In addition to the amendments noted below, the
Proposed Amendments would delete definitions from the Indenture when references
to such definitions would be eliminated as a result of the deletion of the
restrictive covenants referred to below. For more complete information regarding
the restrictive covenants and events of default to be deleted by the Proposed
Amendments, reference is made to the terms of the Indenture, which are
incorporated herein by reference. See "Available Information; Incorporation of
Documents by Reference."
<TABLE>
<CAPTION>
INDENTURE SECTIONS RESTRICTIVE COVENANT OR EVENT OF DEFAULT
- ----------------------------------- -----------------------------------------------------------
<S> <C>
Section 3.09 and Section 4.10 These provisions restrict the ability of ICP-IV and its restricted subsidiaries
to dispose of their assets and require ICP-IV to use "excess proceeds" from
asset sales in certain situations to offer to repurchase Notes.
Section 4.03 This provision requires ICP-IV to deliver to holders certain quarterly and annual
reports that would be required to be filed with the Commission.
Section 4.05 This provision requires ICP-IV and its subsidiaries to meet their respective
tax obligations
Sections 4.07 and 4.08 These provisions restrict the ability of ICP-IV and its restricted subsidiaries
to pay dividends, redeem stock and partnership interests, make payments on
indebtedness subordinate to the Notes or make certain investments.
Section 4.09 This provision restricts the ability of ICP-IV and its restricted subsidiaries to
incur indebtedness or issue preferred stock or issue guarantees in respect
thereof.
Section 4.11 This provision restricts the ability of ICP-IV and its restricted subsidiaries to
engage in transactions with affiliates.
Section 4.12 This provision restricts the ability of ICP-IV and its subsidiaries from
incurring liens on the property of ICP-IV or such subsidiaries.
Section 4.13 This provision limits the activities of IPCC to being a co-obligor on
indebtedness incurred by ICP-IV.
Section 4.14 This provision requires ICP-IV and IPCC to maintain their respective partnership
and corporate existence.
Section 4.15 This provision gives holders of Notes the right to put their Notes to ICP-IV in the
event of a change of control of ICP-IV at 101.0% of par.
Section 4.16 This provision requires ICP-IV to continue to own at least 99.99% of the
interests in its subsidiary, InterMedia Partners IV, L.P.
Section 4.17 This provision required ICP-IV to acquire certain cable television systems in
Nashville, Tennessee, which acquisition was consummated on August 1, 1996.
Section 4.18 This provision limits designations of unrestricted subsidiaries by ICP-IV.
Section 4.20 This provision requires ICP-IV and its subsidiaries to offer the
same consideration to all holders of the Notes if ICP-IV or any of its
subsidiaries solicits any consents, waivers or amendments to the Indenture.
Sections 5.01 and 5.02 These provisions restrict the ability of ICP-IV to merge or consolidate
with another entity or sell all or substantially all of its assets.
Section 6.01(d) This provision creates an event of default under the Indenture if ICP-IV or
any restricted subsidiary defaults under indebtedness with an aggregate principal
amount of $10 million or more, which default (i) is a payment default (after
expiration of any grace period) or (ii) results in such indebtedness being
accelerated.
</TABLE>
16
<PAGE> 25
<TABLE>
<CAPTION>
INDENTURE SECTIONS RESTRICTIVE COVENANT OR EVENT OF DEFAULT
- ----------------------------------- -----------------------------------------------------------
<S> <C>
Section 6.01(e) This provision creates an event of default under the Indenture if a final
judgment or judgments for the payment of money in excess of $10 million
against ICP-IV or any of its restricted subsidiaries remain undischarged for
30 consecutive days.
</TABLE>
With respect to the Notes, the Proposed Amendments to the Indenture
will be effected by a Supplemental Indenture, which will be executed on or
promptly following the date the Requisite Consents have been obtained. Although
the Supplemental Indenture will be executed on or promptly following such date,
the Proposed Amendments set forth in the Supplemental Indenture will not become
operative until the Operative Date. The Indenture, without giving effect to the
Proposed Amendments, will remain in effect until the Proposed Amendments become
operative on the Operative Date. If the Offer is terminated or withdrawn, or the
Notes are not purchased hereunder, the Proposed Amendments will not become
operative.
With respect to the Notes, the Proposed Amendments constitute a single
proposal and a tendering and consenting Holder of Notes must consent to the
Proposed Amendments as an entirety and may not consent selectively with respect
to certain Proposed Amendments but not others. Pursuant to the terms of the
Indenture, the Proposed Amendments require the consent of the Holders of a
majority in principal amount of the Notes then outstanding. If the Requisite
Consents are received and the Proposed Amendments become operative with respect
to the Indenture, the Proposed Amendments will be binding on all non-tendering
Holders.
The completion, execution and delivery of the Consent and Letter of
Transmittal by a Holder of Notes in connection with the Offer and Solicitation
or transmission of an Agent's Message will constitute the Consent of the
tendering Holder to the Proposed Amendments with respect to the Notes.
Upon receipt of the Requisite Consents with respect to the Proposed
Amendments and the execution of the Supplemental Indenture, the Requisite
Consent Condition will be deemed satisfied. See "The Offer and
Solicitation--Conditions of the Offer and Solicitation."
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
General. The following discussion sets forth the principal federal
income tax consequences of the Offer applicable to Holders, and is included
herein for general information only. The summary is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Department Regulations
thereunder, Internal Revenue Service rulings, and judicial decisions, all as in
effect on the date hereof, and there can be no assurance that future
legislation, Treasury Department Regulations, published administrative
interpretations or judicial decisions will not change the treatment of Holders
described herein. No assurance can be given that the treatment of the Consent
Payment or the Proposed Amendments described herein will be respected by the
Internal Revenue Service or, if challenged, by a court. The discussion does not
purport to consider all aspects of federal income taxation that may be relevant
to a particular Holder. Further, the tax treatment of a Holder may vary
depending on his particular situation. Certain Holders (including insurance
companies, tax-exempt organizations, financial institutions, broker-dealers,
foreign corporations, persons who are not citizens or residents of the United
States, United States expatriates, persons having functional currency other than
the United States dollar, taxpayers holding the Notes as part of a "straddle,"
"hedging transaction," "constructive sale" or "conversion transaction" and
investors in pass-through entities) may be subject to special rules not
discussed below. In addition, this discussion does not consider the effect of
any applicable foreign, state, local or other tax laws. This discussion assumes
that Holders hold their Notes as "capital assets" (generally, property held for
investment) within the meaning of Section 1221 of the Code.
Sale of Notes Pursuant to the Offer. In general, except as otherwise
indicated below, a Holder should recognize gain or loss on the sale of Notes to
the Offerors pursuant to the Offer in an amount equal to the difference between
the cash received by such Holder upon the sale (other than the amount, if any,
in respect of accrued interest, which will be taxed as ordinary income unless
previously included as ordinary income by such Holder) and the Holder's adjusted
tax basis in such Notes at the time of the sale. In general, a Holder's adjusted
tax basis in a Note will equal the cost of such Note to the Holder (i) increased
by the amount of any market discount (as defined herein) previously taken into
income, and (ii) reduced by the amount of any amortizable bond premium that the
Holder has previously elected to offset against interest income on the Note or
otherwise deduct from gross income on an annual basis. Subject to the market
discount rules described below and subject to the discussion of the Consent
Payment below, such gain or loss should constitute capital gain or loss, which
will be long-
17
<PAGE> 26
term capital gain (generally taxed to individual Holders at a rate of 20%) or
loss if the Holder's holding period for the Notes is more than one year on the
date of the sale. The "deduction" of capital losses is subject to limitations.
If the Consent Payment is treated as a separate fee for consenting to
the Proposed Amendments, it is possible that such amount would be taxable as
ordinary income (rather than sale proceeds). Although the law governing such a
payment is unclear and the matter is not free from doubt, the Offerors intend to
treat the Consent Payment as cash paid in exchange for a Holder's Notes for U.S.
federal income tax purposes.
In the case of a Holder who acquired the Notes at a market discount
within the meaning of Section 1278(a)(2) of the Code (subject to a statutory de
minimis exception), any gain recognized upon the sale of the Notes will be
treated as ordinary income to the extent of the market discount that accrued
during the period such Holder held such Note, unless the Holder previously had
elected (or was deemed to have elected) to include such accrued market discount
in the Holder's income on a current basis. Market discount generally equals the
excess of the face amount of a debt instrument over a Holder's initial tax basis
in the debt instrument.
Retention of Notes. The United States federal income tax consequences
to non-tendering Holders of the adoption of the Proposed Amendments depend on
whether, under Treasury Department Regulations promulgated under Section 1001 of
the Code (the "Section 1001 Regulations"), the adoption of the Proposed
Amendments will cause a "significant modification" of the Notes retained by such
Holders, resulting in a deemed exchange of such Notes for new debt instruments.
The Section 1001 Regulations provide that a modification that adds, deletes or
alters customary accounting or financial covenants will not be a "significant
modification" and therefore will not result in a deemed exchange. Although the
Section 1001 Regulations do not directly address the exact type of modification
of the Notes that would occur upon adoption of the Proposed Amendments, the
Offerors believe that the adoption of the Proposed Amendments should not result
in a deemed exchange of the Notes. Accordingly, the Offerors believe that the
Holders who retain their Notes should not recognize any income, gain or loss
solely because of the sale of the Notes by other Holders and/or the adoption of
the Proposed Amendments and Holders who retain their Notes should have the same
adjusted tax basis and holding period in the Notes after the adoption of the
Proposed Amendments as they had in the Notes immediately before such adoption.
Backup Withholding. A Holder whose Notes are tendered and accepted for
payment by the Offerors and who receives the Consent Payment and/or the Tender
Offer Consideration, as applicable, may be subject to backup withholding at the
rate of 31% with respect to such payments, unless such Holder (i) is a
corporation or other exempt recipient and, when required, establishes this
exemption or (ii) provides his correct taxpayer identification number, certifies
that he is not currently subject to backup withholding and otherwise complies
with applicable requirements of the backup withholding rules. Completion of the
Substitute Form W-9 provided in the Consent and Letter of Transmittal should be
used for this purpose. A Holder of Notes who does not provide the Offerors with
his correct taxpayer identification number may be subject to penalties imposed
by the Internal Revenue Service (the "IRS"). Any amount withheld under the
back-up withholding rules will be creditable against the Holder's federal income
tax liability.
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS
FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH HOLDER OF
NOTES (INCLUDING HOLDERS OF NOTES WHO DO NOT TENDER THEIR NOTES) IS URGED TO
CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES TO SUCH HOLDER OF THE OFFER AND SOLICITATION, INCLUDING THE
APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
DEALER MANAGERS, SOLICITATION AGENTS,
INFORMATION AGENT AND DEPOSITARY
The Offerors have retained TD Securities (USA) Inc. and Banc of America
Securities LLC to act as Dealer Managers in connection with the Offer and as
Solicitation Agents in connection with the Solicitation, Beacon Hill Partners,
Inc. to act as Information Agent, and The Bank of New York to act as Depositary
in connection with the Offer. The Offerors have agreed to pay the Dealer
Managers and Solicitation Agents, the Information Agent and the Depositary
customary fees for their services in connection with the Offer. The Offerors
have also agreed to reimburse the Dealer Managers and Solicitation Agents, the
Information Agent and the Depositary for their out-of-pocket expenses (including
the fees and disbursements of counsel) and to indemnify them against certain
liabilities, including liabilities under federal securities laws.
18
<PAGE> 27
None of the Dealer Managers and Solicitation Agents, the Information
Agent, the Depositary or the Trustee assume any responsibility for the accuracy
or completeness of the information concerning either of the Offerors contained
or incorporated by reference in this Statement and its related materials or for
any failure by the Offerors to disclose events that may have occurred and may
affect the significance or accuracy of such information.
19
<PAGE> 28
SCHEDULE I
FORMULA FOR TENDER OFFER CONSIDERATION AND TOTAL CONSIDERATION
Set forth below is the formula for the calculation of the Tender Offer
Consideration and the Total Consideration for the Notes.
YLD - the yield equal to the sum of (x) the yield on the
applicable Reference Treasury Security, as calculated by the
Dealer Managers and Solicitation Agents in accordance with
standard market practice, based on the bid price for such
Reference Treasury Security as of 2:00 p.m., New York City
time, on the Price Determination Date, as displayed on the
applicable Bloomberg Page or any recognized quotation source
selected by the Dealer Managers and Solicitation Agents in
their sole discretion if the Bloomberg Government Pricing
Monitor is not available or is manifestly erroneous, and (y)
the Fixed Spread expressed as a decimal number.
CPN - the contractual rate of interest payable on a Note,
expressed as a decimal number.
N - the number of semiannual interest payments from (but not
including) the 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 Payment Date
up to, but not including, the Payment Date. The number of
days is computed using the 30/360 day-count method.
exp - exponentiate. The term to the left of "exp" is raised to
the power indicated by the term to the right of "exp".
CP - the applicable Consent Payment ($30.00).
RA - the assumed redemption amount, based on the Earliest
Redemption Date, for each Note per $1,000 principal amount
of a Note (as rounded to the nearest one hundredth of one
percent).
TOTAL
CONSIDERATION - the Tender Offer Consideration plus Consent Payment per
$1,000 principal amount of a Note. The Total Consideration
is rounded to the nearest cent.
TENDER OFFER
CONSIDERATION - the applicable purchase price of a Note per $1,000
principal amount of Note (as rounded to the nearest cent).
<TABLE>
<S> <C>
TOTAL CONSIDERATION [ RA ] N [ $1,000(CPN/2) ]
------------------------------ -----------------------------
[ (1 + YLD/2)exp(N - S/180) ] + SIGMA [ (1 + YLD/2) exp(k - S/180) ] -$1,000(CPN/2)(S/180)
k=1
</TABLE>
<TABLE>
<S> <C>
TENDER OFFER
CONSIDERATION [ RA ] N [ $1,000(CPN/2) ]
------------------------------ -----------------------------
[ (1 + YLD/2)exp(N - S/180) ] + SIGMA [ (1 + YLD/2) exp(k - S/180) ] -$1,000(CPN/2)(S/180)-CP
k=1
</TABLE>
S-1
<PAGE> 29
SCHEDULE II
HYPOTHETICAL ILLUSTRATION OF CALCULATION OF TOTAL CONSIDERATION
AND TENDER OFFER CONSIDERATION
Set forth below is a hypothetical illustration of the calculation of
the Tender Offer Consideration and the Total Consideration for the Notes based
on hypothetical data, and should, therefore, be used solely for the purpose of
obtaining an understanding of the calculation of the Tender Offer Consideration
and the Total Consideration. The following hypothetical data should not be used
or relied upon for any other purpose.
Earliest Redemption Date = 8/1/01
Reference Treasury Security = 5 1/2% U.S. Treasury Note
due 07/31/01 as displayed
on the Bloomberg Government
Pricing Monitor on Page PX 4
Fixed Spread = 50 basis points (or 0.50%)
Example:
Assumed Price Determination Date and = 2:00 p.m., New York City time,
Time on September 24, 1999
Assumed Payment Date = September 29, 1999
Assumed Reference Treasury Security
Yield as of Assumed Price
Determination Date and Time = 5.75%
Fixed Spread = 0.50%
YLD = 6.25%
CPN = 11.25%
N = 4
S = 58
RA = $1,056.25
CP = $30.00
TOTAL CONSIDERATION: = $1,135.64
TENDER OFFER CONSIDERATION: = $1,105.64
<PAGE> 30
THE DEPOSITARY FOR THE OFFER AND THE SOLICITATION IS:
THE BANK OF NEW YORK
BY MAIL, HAND OR OVERNIGHT COURIER: BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY):
(212) 815-6339
THE BANK OF NEW YORK
REORGANIZATION DEPARTMENT
101 BARCLAY STREET, FLOOR 7E FOR INFORMATION OR CONFIRMATION
NEW YORK, NEW YORK 10286 BY TELEPHONE:
ATTENTION: KWEI ARYEETEY,
CORPORATE TRUST OPERATIONS (212) 815-3687
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE OR FOR 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 OR
ADDRESS SET FORTH BELOW. A HOLDER MAY ALSO CONTACT THE DEALER MANAGERS AND
SOLICITATION AGENTS AT THEIR RESPECTIVE TELEPHONE NUMBERS SET FORTH BELOW OR
SUCH HOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE
FOR ASSISTANCE CONCERNING THE OFFER AND THE SOLICITATION.
The Information Agent is:
BEACON HILL PARTNERS, INC.
90 BROAD STREET
20TH FLOOR
NEW YORK, NEW YORK 10004
CALL TOLL-FREE (800) 755-5001
The Dealer Managers and Solicitation Agents are:
TD SECURITIES BANC OF AMERICA
SECURITIES LLC
31 WEST 52ND STREET 100 NORTH TRYON STREET
NEW YORK, NEW YORK 10019 CHARLOTTE, NORTH CAROLINA 28255
ATTENTION: ERVIL G. SPENCER ATTENTION: LIABILITY MANAGEMENT
(212) 827-7669 GROUP
(888) 292-0070
<PAGE> 31
CONSENT AND LETTER OF TRANSMITTAL
TO TENDER AND TO GIVE CONSENT IN RESPECT OF
11 1/4% SENIOR NOTES DUE 2006
OF
INTERMEDIA CAPITAL PARTNERS IV, L.P.
AND
INTERMEDIA PARTNERS IV CAPITAL CORP.
PURSUANT TO THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT
DATED AUGUST 31, 1999
THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
SEPTEMBER 14, 1999, UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE
EXTENDED, THE "CONSENT TIME"). THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, SEPTEMBER 28, 1999, UNLESS EXTENDED (SUCH DATE AND TIME,
AS THE SAME MAY BE EXTENDED, THE "OFFER EXPIRATION TIME"). THE CLOSING OF THE
OFFER IS CONDITIONED, AMONG OTHER THINGS, ON THE ADOPTION OF THE PROPOSED
AMENDMENTS.
TO DEPOSITARY:
THE BANK OF NEW YORK
By Hand/ Confirm by Telephone: By Mail:
Overnight Courier: (212) 815-3687 THE BANK OF NEW YORK
THE BANK OF NEW YORK Reorganization
Reorganization By Facsimile Department
Department Transmission: 101 Barclay Street,
101 Barclay Street, (212) 815-6339 Floor 7E
Floor 7E New York, New York 10286
New York, New York 10286 Attention: Kwei Aryeetey,
Attention: Kwei Aryeetey, Corporate Trust Operations
Corporate Trust Operations
Delivery of this Consent and Letter of Transmittal to an address other
than as set forth above will not constitute a valid delivery.
HOLDERS WHO TENDER NOTES IN THE OFFER ARE REQUIRED TO CONSENT TO THE
PROPOSED AMENDMENTS AS A CONDITION TO THE PURCHASE OF THEIR NOTES PURSUANT TO
THE OFFER. PURSUANT TO THE TERMS OF THIS CONSENT AND LETTER OF TRANSMITTAL, THE
COMPLETION, EXECUTION AND DELIVERY HEREOF BY A HOLDER IN CONNECTION WITH A
TENDER OF NOTES WILL CONSTITUTE THE CONSENT OF SUCH TENDERING HOLDER TO THE
PROPOSED AMENDMENTS. TO VALIDLY TENDER NOTES PURSUANT TO THE OFFER, HOLDERS MUST
ALSO DELIVER (AND NOT REVOKE) THE RELATED CONSENTS TO THE PROPOSED AMENDMENTS;
AND TO VALIDLY DELIVER A CONSENT PURSUANT TO THE SOLICITATION, HOLDERS MUST ALSO
VALIDLY TENDER (AND NOT WITHDRAW) THE RELATED NOTES. TENDERED NOTES MAY BE
WITHDRAWN AND RELATED CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO THE CONSENT
TIME. HOWEVER, AFTER THE CONSENT TIME, TENDERED NOTES MAY NOT BE WITHDRAWN
1
<PAGE> 32
EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE OFFER TO PURCHASE AND
CONSENT SOLICITATION STATEMENT.
The instructions contained herein and the Offer to Purchase and Consent
Solicitation Statement should be read carefully before this Consent and Letter
of Transmittal is completed.
By execution hereof, the undersigned acknowledges receipt of the Offer
to Purchase and Consent Solicitation Statement, dated August 31, 1999 (as the
same may be amended from time to time, the "Statement"), and this Consent and
Letter of Transmittal and instructions hereto (the "Consent and Letter of
Transmittal"), which together constitute the offer to purchase (the "Offer") by
the Offerors of any and all of the Offerors' outstanding 11 1/4% Senior Notes
due 2006 (the "Notes"), upon the terms and subject to the conditions set forth
in the Statement, and the Offerors' solicitation (the "Solicitation") of
consents (the "Consents") from Holders to certain proposed amendments described
in the Statement (the "Proposed Amendments") to the Indenture, dated as of July
30, 1996, as amended to date (the "Indenture"), between the Offerors and The
Bank of New York, as trustee (the "Trustee"), which governs the Notes.
HOLDERS OF NOTES WHO TENDER SUCH NOTES ARE REQUIRED TO CONSENT TO THE
PROPOSED AMENDMENTS AS A CONDITION TO THE PURCHASE OF THEIR NOTES PURSUANT TO
THE OFFER. THE TENDER OF NOTES UNDER THIS CONSENT AND LETTER OF TRANSMITTAL WILL
CONSTITUTE A CONSENT WITH RESPECT TO THE PROPOSED AMENDMENTS.
Notwithstanding any other provision of the Offer and the Solicitation,
the Offerors' obligation to accept for purchase and to pay for the Notes validly
tendered and not withdrawn pursuant to the Offer and to make Consent Payments
for Consents validly delivered and not revoked pursuant to the Solicitation is
conditioned upon: (i) the valid delivery (without revocation) of Consents (the
"Requisite Consents") with respect to a majority of the aggregate outstanding
principal amount of the Notes at or prior to the Consent Time (the "Requisite
Consent Condition"); (ii) the execution of the Supplemental Indenture (as
defined herein) providing for the Proposed Amendments (the "Supplemental
Indenture Condition"); (iii) the Offerors' being satisfied that all conditions
to the closings of the Charter Transactions (as defined in the Statement) have
been or will be satisfied or waived at or prior to the Offer Expiration Time
(the "Charter Transaction Condition"); and (iv) satisfaction of each of the
General Conditions all as more fully described in the Statement under the
caption "The Offer and the Solicitation--Conditions of the Offer and the
Solicitation." The Offerors reserve the right, in their sole discretion, to
waive any one or more of the conditions of the Offer. The Proposed Amendments
will not become effective until the date that all Notes validly tendered (and
not withdrawn) pursuant to the Offer are accepted for payment and all Consents
validly delivered (and not revoked) pursuant to the Solicitation are accepted
(the "Operative Date"). The Statement enclosed herewith contains a more complete
description of the tender offer and related solicitation of consents and
conditions thereof.
The Proposed Amendments with respect to the Indenture will be set forth
in a supplemental indenture (the "Supplemental Indenture"), the form of which
will be provided by the Offerors upon any Holder's request. The Supplemental
Indenture will be executed by the Offerors and the Trustee at or promptly after
receipt of the Requisite Consents at the Consent Time and compliance by the
Offerors with certain conditions set forth in the Indenture; at such time, the
Supplemental Indenture will become effective and will be binding upon all
Holders who do not tender their Notes in the Offer. The Proposed Amendments will
not become operative, however, until the Operative Date.
THE PROPOSED AMENDMENTS, IF ADOPTED AND OPERATIVE, WILL ELIMINATE
SUBSTANTIALLY ALL OF THE RESTRICTIVE COVENANTS AND CERTAIN EVENTS OF DEFAULT
CONTAINED IN THE INDENTURE. THE PROPOSED AMENDMENTS PROVIDE THAT THE INDENTURE
WILL BE AMENDED BY AMENDING OR ELIMINATING, FROM AND AFTER THE OPERATIVE DATE,
2
<PAGE> 33
SUBSTANTIALLY ALL THE RESTRICTIVE COVENANTS IN THE INDENTURE OTHER THAN THE
COVENANTS TO PAY PRINCIPAL AND INTEREST ON THE NOTES. SEE THE SECTIONS UNDER THE
STATEMENT ENTITLED "THE PROPOSED AMENDMENTS TO THE INDENTURE" AND "SPECIAL
CONSIDERATIONS--ADVERSE EFFECT OF THe PROPOSED AMENDMENTS ON HOLDERS WHO DO NOT
TENDER" FOR A SUMMARY OF THE PROPOSED AMENDMENTS. FOR MORE COMPLETE INFORMATION
REGARDING THE INDENTURE, REFERENCE IS MADE TO THE INDENTURE, WHICH IS
INCORPORATED HEREIN BY REFERENCE.
USE THIS CONSENT AND LETTER OF TRANSMITTAL ONLY TO TENDER NOTES PURSUANT
TO THE OFFER AND TO CONSENT TO THE PROPOSED AMENDMENTS.
This Consent and Letter of Transmittal is to be used by Holders if (i)
Notes are to be physically delivered to The Bank of New York (the "Depositary")
herewith by Holders, (ii) tender of Notes is to be made by book-entry to the
Depositary's account at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in the Statement under the caption "The Offer and the
Solicitation--Procedures for Tendering Notes and Delivering Consents" by any
financial institution that is a participant in DTC and whose name appears on a
security participant listing as the owner of Notes (a Holder and any such DTC
participant, acting on behalf of Holders, are referred to herein as an "Acting
Holder"), unless an Agent's Message (as defined below) is delivered in
connection with such book-entry transfer, or (iii) tender of Notes is to be made
according to the guaranteed delivery procedures set forth in the Statement under
the caption "The Offer and the Solicitation--Procedures for Tendering Notes and
Delivering Consents." DELIVERY Of DOCUMENTS TO DTC 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 the Solicitation.
All capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Statement.
Your bank or broker can assist you 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
Statement, this Consent and Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent. See Instruction 11 below.
IN CONSIDERATION OF THE PURCHASE OF THE NOTES PURSUANT TO THE OFFER, THE
HOLDER HEREBY WAIVES, RELEASES, FOREVER DISCHARGES AND AGREES NOT TO SUE THE
OFFERORS OR THEIR FORMER, CURRENT OR FUTURE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, SUBSIDIARIES, AFFILIATES, STOCKHOLDERS, PREDECESSORS, SUCCESSORS,
ASSIGNS OR OTHER REPRESENTATIVES AS TO ANY AND ALL CLAIMS, DEMANDS, CAUSES OF
ACTION AND LIABILITIES OF ANY KIND AND UNDER ANY THEORY WHATSOEVER, WHETHER
KNOWN OR UNKNOWN (EXCLUDING ANY LIABILITY ARISING UNDER THE FEDERAL SECURITIES
LAWS IN CONNECTION WITH THE OFFER), BY REASON OF ANY ACT, OMISSION, TRANSACTION
OR OCCURRENCE, THAT THE HOLDER EVER HAD, NOW HAS OR HEREAFTER MAY HAVE AGAINST
THE OFFERORS AS A RESULT OF OR IN ANY MANNER RELATED TO THE HOLDER'S PURCHASE,
OWNERSHIP OR SALE OF THE NOTES PURSUANT TO THE OFFER OR ANY DECLINE IN THE VALUE
THEREOF UP TO AND INCLUDING THE OFFER EXPIRATION TIME. WITHOUT LIMITING THE
GENERALITY OR EFFECT OF THE FOREGOING, UPON THE PURCHASE OF NOTES PURSUANT TO
THE OFFER, THE COMPANY SHALL OBTAIN ALL RIGHTS RELATING TO THE HOLDER'S
OWNERSHIP OF NOTES (INCLUDING, WITHOUT LIMITATION, THE RIGHT TO ALL INTEREST
PAYABLE ON THE NOTES) AND ANY AND ALL CLAIMS RELATING THERETO.
3
<PAGE> 34
METHOD OF DELIVERY
[ ] 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 DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution:
Account Number with DTC:
Transaction Code Number:
If Holders desire to tender Notes pursuant to the Offer and (i) such Notes
are not lost but are not immediately available, (ii) time will not permit this
Consent and Letter of Transmittal, such Notes or other required documents to
reach the Depositary prior to the Offer Expiration Time, or (iii) the procedures
for book entry transfer (including delivery of an Agent's Message) cannot be
completed prior to the Offer Expiration Time, such Holders may effect a tender
of such Notes in accordance with the guaranteed delivery procedures set forth in
the Statement under the caption "The Offer and the Solicitation--Procedures for
Tendering Notes and Delivering Consents." 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 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 Delivered by Book-Entry Transfer:
Account Number with DTC:
Transaction Code Number:
HOLDERS WHO TENDER NOTES IN THE OFFER ARE REQUIRED TO CONSENT TO THE
PROPOSED AMENDMENTS AS A CONDITION TO THE PURCHASE OF THEIR NOTES IN THE OFFER.
DELIVERY OF NOTES BY BOOK-ENTRY TRANSFER OR PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY CONSTITUTES A CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO SUCH
NOTES TENDERED.
List below the Notes to which this Consent and Letter of Transmittal
relates. If the space provided below is inadequate, list the CUSIP/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.
4
<PAGE> 35
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
DESCRIPTION OF NOTES (CUSIP NO. 458800AB5)
- -----------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
TENDERED AND AS
AGGREGATE TO WHICH CONSENTS
NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT ARE GIVEN IN THE
(PLEASE FILL IN, IF BLANK) NUMBER(S)* REPRESENTED** OFFER
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
---------------------------------------------------
- -----------------------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF NOTES
- -----------------------------------------------------------------------------------------
* 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 in the Offer" and subject to the terms and conditions of
the Offer to Purchase, a Holder will be deemed to have tendered the entire aggregate
principal amount represented by the Notes indicated in the column labeled "Aggregate
Principal Amount Represented." See Instruction 3.
- -----------------------------------------------------------------------------------------
</TABLE>
HOLDERS WHO WISH TO ACCEPT THE OFFER AND TENDER THEIR NOTES MUST COMPLETE
THIS CONSENT AND LETTER OF TRANSMITTAL IN ITS ENTIRETY. HOLDERS WHO TENDER NOTES
IN THE OFFER ARE REQUIRED TO CONSENT TO THE PROPOSED AMENDMENTS AS A CONDITION
TO THE PURCHASE OF THEIR NOTES PURSUANT TO THE OFFER. THE COMPLETION, EXECUTION
AND DELIVERY OF THIS CONSENT AND LETTER OF TRANSMITTAL IN CONNECTION WITH THE
TENDER OF NOTES CONSTITUTE A CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO
SUCH NOTES TENDERED.
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 Offerors the principal amount of Notes indicated above and
delivers Consents to the Proposed Amendments.
Subject to, and effective upon, the acceptance for purchase of, and
payment for, the Notes tendered with this Consent and Letter of Transmittal, the
undersigned hereby (i) sells, assigns and transfers to, or upon the order of,
the Offerors, all right, title and interest in and to the Notes that are being
tendered hereby, (ii) waives any and all other rights with respect to the Notes
(including, without limitation, any existing or past defaults and their
consequences in respect of the Notes and the Indenture), (iii) releases and
discharges the Offerors and any and all other persons from any and all claims,
actions and causes of action such Holder may have now, or may have in the
future, arising from, in connection with, 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 and any claims arising
out of the Holder's ownership of the Notes or any decline in the value thereof.
In addition, (i) if the undersigned tenders Notes before the Consent Time,
effective upon the Consent Time, the undersigned hereby consents to the Proposed
Amendments (as defined in the Statement) and (ii) if the undersigned tenders
Notes after the Consent Time, but on or before the Offer Expiration Time,
effective upon the Offer Expiration Time, the undersigned hereby consents to the
Proposed Amendments; provided, that such Proposed Amendments shall become
operative on the Operative Date. The undersigned hereby irrevocably constitutes
and appoints the Depositary the true and lawful agent and
5
<PAGE> 36
attorney-in-fact of the undersigned (with full knowledge that the Depositary
also acts as the agent of the Offerors) with respect to such Notes, with full
power of substitution and resubstitution (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 DTC to, or upon the order of, the
Offerors, (ii) present such Notes for transfer of ownership on the books of the
Offerors, (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Notes and (iv) deliver to the Offerors this Consent
and Letter of Transmittal as evidence of the undersigned's Consent to the
Proposed Amendments, all in accordance with the terms and conditions of the
Offer and the Solicitation.
The undersigned agrees and acknowledges that, by the execution and
delivery hereof, the undersigned makes and provides its written Consent, with
respect to the Notes tendered hereby, to the Proposed Amendments, as permitted
by Section 9.02 of the Indenture. The undersigned understands that the Consent
provided hereby shall remain in full force and effect unless and until such
Consent is revoked in accordance with the procedures set forth in the Statement
and this Consent and Letter of Transmittal, which procedures are hereby agreed
to be applicable in lieu of any and all other procedures for revocation set
forth in the applicable Indenture, which are hereby waived. THE UNDERSIGNED
UNDERSTANDS THAT (i) IN THE CASE OF A CONSENT DELIVERED AT OR PRIOR TO THE
CONSENT TIME, A REVOCATION OF SUCH CONSENT WILL NOT BE EFFECTIVE AFTER THE
CONSENT TIME, EXCEPT PURSUANT TO THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
STATEMENT AND (ii) IN THE CASE OF A CONSENT DELIVERED AFTER THE CONSENT TIME,
SUCH CONSENT MAY NOT BE REVOKED EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE STATEMENT. See that caption in the Statement entitled "The Offer and the
Solicitation--Withdrawal of Tenders; Revocation of Consents." Although the
Offerors intend to execute the Supplemental Indenture to the Indentures upon
certification that the Requisite Consents have been received, the Proposed
Amendments will not be operative until the Operative Date.
The undersigned understands that tenders of Notes may be withdrawn and
related consents may be revoked only by written notice of withdrawal or
revocation received by the Depositary on or prior to the Consent Time or the
Offer Expiration Time, as applicable, pursuant to the terms contained in the
Statement.
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 Offerors, the Offerors 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, execute and deliver any additional documents deemed by the
Depositary or the Offerors 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 to the Indenture reflecting the Proposed
Amendments.
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Statement under the caption "The Offer and the
Solicitation" and in the instructions hereto, and acceptance thereof by the
Offerors, will constitute a binding agreement between the undersigned and the
Offerors upon the terms and subject to the conditions of the Offer and the
Solicitation.
For purposes of the Offer, the undersigned understands that the Offerors
will be deemed to have accepted for purchase validly tendered Notes (or
defectively tendered Notes with respect to which the Offerors have waived such
defect) if, as and when the Offerors give oral, to be followed by written,
notice thereof to the Depositary.
6
<PAGE> 37
The undersigned understands that deliveries of Consents may be revoked by
written notice of revocation received by the Depositary at any time on or prior
to the Consent Time or the Offer Expiration Time, as applicable, pursuant to the
terms of the Statement. If a Holder who has tendered Notes subsequently effects
a valid revocation of such Holder's Consent (without a concurrent valid
withdrawal of Notes), such action will render the prior tender of Notes with
respect to which such Consent relates defective and the Offerors will have the
right, which it may waive, to reject such tender of Notes as invalid and
ineffective.
The undersigned understands that notice of revocation of a Consent, to be
effective, must (i) contain the name of the person who delivered the Consent and
the description of the Notes to which its relates, the CUSIP/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 Acting Holder thereon 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 Offerors and
the Depositary, that the Holder revoking the Consent has succeeded to ownership
of the Notes and (iii) be received by the Depositary at its address set forth
herein at or prior to the Consent Time or the Offer Expiration Time, as
applicable. 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 undersigned understands that, under certain circumstances and subject
to certain conditions of the Offer (each of which the Offerors may waive) set
forth in the Statement, the Offerors may not be required to accept for purchase
any of the Notes tendered (including any Notes tendered after the Offer
Expiration Time). 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 Issuance Instructions and Special Delivery Instructions"
below.
All authority conferred or agreed to be conferred by this Consent and
Letter of Transmittal shall survive the death or incapacity 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,
together with all accompanying evidences of authority and any other required
documents in form satisfactory to the Offerors. All questions as to the 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 Offerors, in their sole discretion, which determination
shall be final and binding.
Unless otherwise indicated herein under "Special Issuance Instructions and
Special Delivery Instructions," the undersigned hereby requests that any Notes
representing principal amounts not tendered or not accepted for purchase be
issued in the name(s) of the undersigned (and in the case of Notes tendered by
book-entry transfer, by credit to the account at DTC) and checks constituting
payments for Notes to be purchased be issued to the order of the undersigned.
Similarly, unless otherwise indicated herein under "Special Issuance
Instructions and Special Delivery Instructions," the undersigned hereby requests
that any Notes representing principal amounts not tendered or not accepted for
purchase and checks constituting payments for Notes to be purchased be delivered
to the undersigned at the address(es) shown above. In the event that the
"Special Issuance Instructions" box or the "Special Delivery Instructions" box
or both are completed, the undersigned hereby requests that any Notes
representing principal amounts not tendered or not accepted for purchase be
issued in the name(s) of and checks constituting payments for Notes to be
purchased be issued in the name(s) of and be delivered to, the person(s) at the
address(es) so indicated, as applicable. The undersigned recognizes that the
Offerors have no
7
<PAGE> 38
obligation pursuant to the "Special Issuance Instructions" box or "Special
Delivery Instructions" box to transfer any Notes from the name of the registered
holder(s) thereof if the Offerors do not accept for purchase any of the
principal amount of such Notes so tendered.
8
<PAGE> 39
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING AND CONSENTING HOLDERS OF
NOTES REGARDLESS OF WHETHER NOTES ARE BEING PHYSICALLY
DELIVERED HEREWITH, UNLESS AN AGENT'S MESSAGE IS DELIVERED
IN CONNECTION WITH A BOOK-ENTRY TRANSFER OF SUCH NOTES)
The completion, execution and delivery of this Consent and Letter of
Transmittal will constitute a Consent to the Proposed Amendments and an
acceptance of the Offer to tender Notes.
This Consent and Letter of Transmittal must be signed by the registered
holder(s) of Notes exactly as their name(s) appear(s) on the Notes or, if
tendered by a participant in DTC, exactly as such participant's name appears on
a security participant listing as the owner of Notes, or by person(s) authorized
to become registered holder(s) by endorsements and documents transmitted with
this Consent and Letter of Transmittal. If the signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer 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 valid proxy and/or bond power.
X
X
(SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY)
Date: ________________________________ 1999
Name(s):
(PLEASE PRINT)
Capacity:
Address:
(INCLUDING ZIP CODE)
Area Code and Telephone No.:
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW)
Certain Signatures Must be Guaranteed by an Eligible Institution
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF FIRM)
(AUTHORIZED SIGNATURE)
(PRINTED NAME)
(TITLE)
DATE: _____________________________, 1999
9
<PAGE> 40
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5, AND 7)
To be completed ONLY if Notes in a principal amount not tendered or not accepted
for purchase are to be issued in the name of, or checks constituting payments
for Notes to be in connection with the Offer and the Solicitation are to be
issued to the order of, someone other than the person or persons whose
signature(s) appear(s) within this Consent and Letter of Transmittal or issued
to an address different from that shown in the box entitled "Description of
Notes" within this Consent and Letter of Transmittal, or if Notes tendered by
book-entry transfer that are not accepted for purchase are to be credited to an
account maintained at DTC other than the one designated above.
Issue [ ] Notes
[ ] Checks
(check as applicable)
Name
(Please Print)
Address
(Please Print)
Zip Code
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
Credit unpurchased Notes by book-entry transfer to the DTC account set forth
below:
(DTC Account Number)
Name of Account Party:
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (See Instruction 4 below)
Certain Signatures Must be Guaranteed by an Eligible Institution
(Name of Eligible Institution Guaranteeing Signatures)
(Address (including zip code) and Telephone Number (including area code) of
Firm)
(Authorized Signature)
(Printed Name)
(Title)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5, AND 7)
To be completed ONLY if Notes in a principal amount not tendered or not accepted
for purchase or checks constituting payments for Notes to be purchased are to be
sent to someone other than the person or persons whose signature(s) appear(s)
within this Consent and Letter of Transmittal or to an address different from
that shown in the box entitled "Description of Notes" within this Consent and
Letter of Transmittal.
Deliver [ ] Notes
[ ] Checks
(check as applicable)
Name
(Please Print)
Address
(Please Print)
Zip Code
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 herein)
10
<PAGE> 41
INSTRUCTIONS
THESE INSTRUCTIONS FORM PART OF THE TERMS AND
CONDITIONS OF THE OFFER AND THE SOLICITATION
1. DELIVERY OF THIS CONSENT AND LETTER OF TRANSMITTAL AND NOTES OR
BOOK-ENTRY CONFIRMATIONS; GUARANTEED DELIVERY PROCEDURES; WITHDRAWAL OF TENDER.
To tender Notes in the Offer and to deliver Consents in the Solicitation, the
Notes (or a confirmation of any book-entry transfer into the Depositary's
account with DTC of Notes tendered electronically, as well as a properly
completed and duly executed copy (or facsimile) of this Consent and Letter of
Transmittal (or Agent's Message (as defined below) in connection with a
book-entry transfer), and any other documents required by this Consent and
Letter of Transmittal, must be received by the Depositary at its address set
forth herein at or prior to the Offer Expiration Time; IN ORDER TO RECEIVE THE
CONSENT PAYMENT OF $30 PER $1,000 PRINCIPAL AMOUNT OF NOTES TENDERED, THE ITEMS
MENTIONED IN THIS SENTENCE MUST BE RECEIVED AT OR PRIOR TO THE CONSENT TIME. 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 Expiration Time, to permit delivery to the
Depositary on or prior to such date. 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 EITHER OF THE OFFERORS, THE TRUSTEE, THE INFORMATION
AGENT OR THE DEALER MANAGERS AND SOLICITATION AGENTS.
The term "Agent's Message" means a message transmitted to DTC to, and
received by, the Depositary and forming a part of a Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from the
participant in DTC tendering Notes and that such participant has received this
Consent and Letter of Transmittal and agrees to be bound by the terms of this
Consent and Letter of Transmittal and the Offerors may enforce such agreement
against the participant.
If a Holder desires to tender Notes pursuant to the Offer and deliver a
Consent pursuant to the Solicitation and (i) such Notes are not lost but are not
immediately available, (ii) time will not permit this Consent and Letter of
Transmittal, Notes or other required documents to reach the Depositary on or
prior to the Consent Time or the Offer Expiration Time, as applicable, or (iii)
the procedures for book-entry transfer cannot be completed on or prior to the
Consent Time or the Offer Expiration Time, as applicable, such Holder may effect
a tender of Notes and delivery of a Consent to the Proposed Amendments in
accordance with the guaranteed delivery procedures set forth in the Statement
under the caption "The Offer and the Solicitation--Procedures for Tendering
Notes and Delivering Consents."
Pursuant to the guaranteed delivery procedures (which may not be used to
tender Notes or deliver Consents at or prior to the Consent Time):
a. such tender must be made by or through an Eligible
Institution (defined as a recognized participant in the
Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (each a "Medallion Signature
Guarantor"), unless the Notes are tendered (i) by the
registered Holder of such Notes (or by a DTC participant whose
name appears on a security position listing as the owner of
Notes on the date of tender) who has not completed either of
the boxes entitled "Special Issuance Instructions" or "Special
Delivery Instructions" in this Consent and Letter of
Transmittal, or (ii) for the account of a member firm of a
registered national
11
<PAGE> 42
securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company
having an office or correspondent in the United States);
b. at or prior to the Offer Expiration Time, 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
mail or hand delivery) substantially in the form provided by
the Offerors, setting forth the name(s) and address(es) of the
Acting Holder(s), and the principal amount of Notes being
tendered and with respect to which a Consent is being
delivered and stating that the tender is being made thereby
and guaranteeing that within 2 business days after the date of
the Notice of Guaranteed Delivery, 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), together with this Consent and
Letter of Transmittal (or facsimile thereof) properly
completed and duly executed, with any required signature
guarantees and any other documents required by this Consent
and Letter of Transmittal (or a properly transmitted Agent's
Message), and any other documents required by this Consent and
Letter of Transmittal and the instructions hereto, will be
deposited by such Eligible Institution with the Depositary;
and
c. this Consent and Letter of Transmittal or a facsimile
hereof, properly completed, or an Agent's Message, and all
physically delivered Notes in proper form for transfer (or
confirmation of book-entry transfer of such Notes into the
Depositary's account with DTC as described above, including an
Agent's Message in connection therewith) and all other
required documents must be received by the Depositary within 2
business days after the date of the Notice of Guaranteed
Delivery.
Tenders of Notes may be withdrawn by written notice of withdrawal received
by the Depositary delivered by mail or hand delivery, which notice must be
received by the Depositary at the address set forth herein at or prior to the
Consent Time or the Offer Expiration Time, as applicable, or at such other times
as are described in the Statement. To be effective, notice of withdrawal of
tendered Notes must (i) be received by the Depositary on or prior to the Consent
Time or the Offer Expiration Time, as applicable, as its address set forth
herein, (ii) specify the name of the person who deposited the Notes to be
withdrawn (the "Depositor"), the name in which the Notes are registered (or, if
tendered by book-entry transfer, the name of the participant in DTC whose name
appears on a security participant listing as the owner of such Notes) if
different from that of the Depositor, (iii) state the principal amount of Notes
to be withdrawn and (iv) be signed by the Acting Holder in the same manner as
the original signature on this Consent and Letter of Transmittal (including any
required signature guarantee(s)) or be accompanied by evidence satisfactory to
the Offerors and the Depositary that the person withdrawing the tender has
succeeded to beneficial ownership of the Notes. In the case of a Note tendered
prior to the Consent Time, a withdrawal of such tender will not be effective
after the Consent Time, except pursuant to the limited circumstances described
in the Statement; in the case of a Note tendered after the Consent Time, a
withdrawal of such tender may only be made pursuant to the limited circumstances
described in the Statement. If Notes have been delivered or otherwise identified
(through confirmation of book-entry transfer of such Notes) to the Depositary,
the name of the Acting Holder and the Notes withdrawn must also be furnished to
the Depositary as aforesaid, prior to the physical release of the withdrawn
Notes (or, in the case of Notes transferred by book-entry transfer, the name and
number of the account at DTC to be credited with withdrawn Notes).
2. CONSENT TO PROPOSED AMENDMENTS; REVOCATION OF CONSENTS. In accordance
with the Statement, all properly completed and executed Consent and Letter of
Transmittals consenting to the Proposed Amendments
12
<PAGE> 43
that are received by the Depositary at or prior to the Consent Time or the Offer
Expiration Time, as applicable, will be counted as Consents with respect to the
Proposed Amendments, unless the Depositary receives at or prior to the Consent
Time or the Offer Expiration Time, as applicable, a written notice of revocation
of such Consents as described in the Statement. To be effective, notice of
revocation of Consent must: (i) contain the name of the person who delivered the
Consent and the description of the Notes to which its 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 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 Offerors and the
Depositary that the Holder revoking the Consent has succeeded to beneficial
ownership of the Notes; and (iii) be received by the Depositary at its address
set forth herein at or prior to the Consent Time or the Offer Expiration Time,
as applicable. In the case of a Consent delivered at or prior to the Consent
Time, a revocation of such Consent will not be effective after the Consent Time,
except pursuant to the limited circumstances described in the Statement; in the
case of a Consent delivered after the Consent Time, such Consent may not be
revoked except under the limited circumstances described in the Statement. 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. If a Holder who has tendered Notes subsequently effects a
valid revocation of such Holder's Consent (without a concurrent valid withdrawal
of Notes), such action will render the prior tender of the Notes with respect to
which such Consent relates defective, and the Offerors will have the right,
which they may waive, to reject such tender as invalid and ineffective.
ALTHOUGH THE SUPPLEMENTAL INDENTURE WILL BECOME EFFECTIVE PROMPTLY AFTER THE
REQUISITE CONSENTS HAVE BEEN RECEIVED, THE PROPOSED AMENDMENTS WILL NOT BE
OPERATIVE UNTIL THE OPERATIVE DATE. THE SUPPLEMENTAL INDENTURE WILL BE BINDING
UPON EACH HOLDER OF NOTES WHETHER OR NOT SUCH HOLDER GIVES A CONSENT WITH
RESPECT THERETO.
3. PARTIAL TENDERS AND CONSENTS. Tenders of Notes pursuant to the Offer
(and the corresponding Consents thereto pursuant to the Solicitation) will be
accepted only in 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 for all the Notes delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated. If
the entire principal amount of all Notes is not tendered or not accepted for
purchase, the principal amount of Notes not tendered or not accepted for
purchase will be sent (or, if tendered by book-entry transfer, returned by
credit to the account at DTC designated herein) to the Acting Holder 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
is signed by the registered holder(s) of the Notes tendered hereby or with
respect to which 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 DTC whose name is shown as the owner of the Notes
tendered hereby, the signature must correspond with the name shown on the
security participant listing as the owner of the Notes.
IF THE CONSENT AND LETTER OF TRANSMITTAL IS EXECUTED BY A HOLDER OF
NOTES WHO IS NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST
13
<PAGE> 44
SIGN A VALID PROXY AND/OR BOND POWER, WITH THE SIGNATURE OF SUCH REGISTERED
HOLDER GUARANTEED BY AN ELIGIBLE INSTITUTION.
If any of the Notes tendered hereby (and with respect to which Consent is
given) are owned of record by two or more joint owners, all such owners must
sign this Consent and Letter of Transmittal. If any tendered Notes are
registered in different names, 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 as there are different names in which the Notes
are held.
If this Consent and Letter of Transmittal is signed by the Acting Holder,
and the principal amount of Notes not tendered or accepted for purchase are to
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 DTC of the Acting Holder, and checks
constituting payments for Notes to be purchased are to be issued to the order of
the Acting Holder, then the Acting Holder need not endorse any Notes, nor
provide a separate bond power. In any other case (including if this Consent and
Letter of Transmittal is not signed by the Acting Holder), the Acting Holder
must either properly endorse the 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, and, with respect to a participant in DTC 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 bond powers are executed by an Eligible Institution.
If this Consent and Letter of Transmittal or any 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 Notes, signatures on bond powers and proxies and Consents
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 DTC whose name appears on a security position listing as
the owner of Notes) and the payments for the Notes to be purchased, or any Notes
for principal amounts not tendered or not accepted for purchase are to be
issued, directly to such registered holder(s) (or, if signed by a participant in
DTC, and Notes for principal amounts not tendered or not accepted for purchase
are to be credited to such participant's account at DTC) and the "Special
Issuance Instructions" box of this Consent and Letter of Transmittal has not
been completed; or (ii) such Notes are tendered for the account of an Eligible
Institution. In all other cases, all signatures on Consents and Letters of
Transmittal accompanying Notes must be guaranteed by an Eligible Institution.
5. SPECIAL ISSUANCE INSTRUCTIONS AND SPECIAL DELIVERY INSTRUCTIONS.
Tendering Holders should indicate in the applicable box or boxes the name and
address to which Notes for principal amounts not tendered or not accepted for
purchase or checks constituting payments for Notes to be purchased are to be
issued or sent, if different from the name and address of the Acting Holder
signing this Consent and Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated. If no instructions are given, Notes not
tendered or not accepted for purchase will be
14
<PAGE> 45
returned to the Acting Holder of the Notes tendered. Any Holder of Notes
tendering by book-entry transfer may request that Notes not tendered or not
accepted for purchase be credited to such account at DTC as such Holder may
designate under the caption "Special Issuance Instructions." If no such
instructions are given, any such Notes not tendered or not accepted for purchase
will be returned by crediting the account at DTC designated above.
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, as 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 within 60 days, thereafter the Depositary will
withhold 31% from all such payments with respect to the Notes to be purchased
until a TIN is provided to the Depositary.
7. TRANSFER TAXES. The Offerors will pay all transfer taxes applicable to
the purchase and transfer of Notes pursuant to the Offer, except in the case of
deliveries of Notes for principal amounts not tendered or not accepted for
payment that are registered or issued in the name of any person other than the
Acting Holder of Notes tendered hereby.
8. IRREGULARITIES. All questions as to the form of all documents and the
validity (including time of receipt) and acceptance of the tenders and
withdrawals of Notes and deliveries and revocations of Consents will be
determined by the Offerors, in their sole discretion, which determination shall
be conclusive, binding and final and binding. Alternative, conditional or
contingent tenders or Consents will not be considered valid. The Offerors
reserve the absolute right to reject any or all tenders of Notes that are not in
proper form or the acceptance of which would, in the Offerors' opinion, be
unlawful. The Offerors also reserve the right to waive any defects,
irregularities or conditions of tender as to particular Notes or of delivery as
to particular Consents. The Offerors' interpretations of the terms and
conditions of the Offer and the Solicitation (including the instructions in this
Consent and Letter of Transmittal) will be conclusive, binding and final. Any
defect or irregularity in connection with tenders of Notes or deliveries of
Consents must be cured within such time as the Offerors determine, unless waived
by the Offerors. Tenders of Notes shall not be deemed to have been made until
all defects or irregularities have been waived by the Offerors or cured. A
defective tender may, in the sole discretion of the Offerors, constitute a valid
Consent and be counted for purposes of determining whether the Requisite
Consents have been obtained, even if the accompanying Notes are not accepted for
purchase by reason of such defect. None of the Offerors, the Depositary, the
Information Agent the Dealer Managers and the Solicitation Agents, the Trustee
or any other person will be under any duty to give notice of any defects or
irregularities in tenders of Notes or deliveries of Consents, or will incur any
liability to Holders for failure to give any such notice.
9. WAIVER OF CONDITIONS. The Offerors expressly reserve the absolute
right, in their sole discretion, to amend or waive any of the conditions to the
Offer or the Solicitation in the case of any Notes tendered or Consents
delivered, in whole or in part, at any time and from time to time.
10. MUTILATED, LOST, STOLEN, OR DESTROYED NOTES. Any Holder of Notes whose
Notes have been mutilated, lost, stolen or destroyed should write to or
telephone The Bank of New York (which is the Trustee
15
<PAGE> 46
for the Notes under the Indenture and the Depositary hereunder) at the address
or telephone number set forth in the back of this Consent and Letter of
Transmittal.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering Notes and consenting to the Proposed Amendments and
requests for assistance or additional copies of the Statement and this Consent
and Letter of Transmittal may be directed to, and additional information about
the Offer and the Solicitation may be obtained from, either the Dealer Managers
and Solicitation Agents or the Information Agent, whose addresses and telephone
numbers appear in the back of this Consent and Letter of Transmittal.
IMPORTANT TAX INFORMATION
Under 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, and payments
made with respect to Notes purchased pursuant to the Offer may be subject to
backup withholding. Failure to comply truthfully with the backup withholding
requirements also may result in the imposition of severe criminal and/or civil
fines and penalties.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign, date and return the Substitute Form
W-9 to the Depositary. A foreign person, including entities, may qualify as an
exempt recipient by submitting to the Depositary a properly completed Internal
Revenue Service Form W-8, signed under penalties of perjury, attesting to that
Holder's foreign status. A Form W-8 can be obtained 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 credited by the amount of tax
withheld. If withholding results in an overpayment of taxes a refund may be
obtained from the Internal Revenue Service.
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 either: (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) the Holder has not been
notified by the Internal Revenue Service that the Holder is subject to backup
withholding as a result of failure to report all interest or dividends; or (B)
the Internal Revenue Service has notified the Holder that the Holder is no
longer subject to backup withholding; or (ii) 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 registered holder of
the Notes. If the Notes are held in more than one name or are
16
<PAGE> 47
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.
17
<PAGE> 48
<TABLE>
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY Social security number
SUBSTITUTE SIGNING AND DATING BELOW. OR
FORM W-9
DEPARTMENT OF THE Employer identification number
TREASURY
INTERNAL REVENUE ---------------------------------------------------------------------------
SERVICE PART 2--Certification--Under Penalties of Perjury, I PART 3--
Certify that:
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN) (1) The number shown on this form is my correct Awaiting TIN o
Taxpayer Identification Number (or I am waiting
for a number to be issued to me) and
(2) I am not subject to backup withholding either
because I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to
backup withholding as a result of failure to
report all interest or dividends, or the IRS has
notified me that I am no longer subject to backup
withholding.
---------------------------------------------------------------------------
Certificate instructions--You must cross out item (2) in Part 2 above if
you have been notified by the IRS that you are subject to backup
withholding because of under reporting 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 item (2).
SIGNATURE DATE , 199
------------------------ ------------- --
- -----------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND THE
SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF 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 (a) 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 (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
, 1999
--------------------------
Signature Date
- --------------------------------------------------------------------------------
18
<PAGE> 49
THE DEPOSITARY FOR THE OFFER AND THE SOLICITATION IS:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
By Hand/Overnight Courier: For Information or Confirmation by By Mail:
THE BANK OF NEW YORK Telephone: THE BANK OF NEW YORK
Reorganization Department (212) 815-3687 Reorganization Department
101 Barclay Street, Floor 7E 101 Barclay Street, Floor 7E
New York, New York 10286 Facsimile Transmission: New York, New York 10286
Attention: Kwei Aryeetey, Corporate Trust (For Eligible Institutions Only) Attention: Kwei Aryeetey, Corporate
Operations (212) 815-6339 Trust Operations
</TABLE>
THE INFORMATION AGENT FOR THE OFFER AND THE SOLICITATION IS:
BEACON HILL PARTNERS, INC.
90 Broad Street
20th Floor
New York, New York 10004
Call Toll-Free (800) 755-5001
THE DEALER MANAGERS AND SOLICITATION AGENTS FOR THE OFFER AND
THE SOLICITATION ARE:
<TABLE>
<S> <C>
TD SECURITIES BANC OF AMERICA SECURITIES LLC
31 West 52nd Street 100 North Tryon Street
New York, New York 10019 Charlotte, North Carolina 28255
Attention: Ervil G. Spencer Attention: Liability Management Group
(212) 827-7669 (888) 292-0070
</TABLE>
<PAGE> 50
INTERMEDIA CAPITAL PARTNERS IV, L.P.
AND
INTERMEDIA PARTNERS IV CAPITAL CORP.
OFFER TO PURCHASE FOR CASH ALL OF ITS OUTSTANDING
11 1/4% SENIOR NOTES DUE 2006
PURSUANT TO THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT
DATED AUGUST 31, 1999
- --------------------------------------------------------------------------------
THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
SEPTEMBER 14, 1999, UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE
EXTENDED, THE "CONSENT TIME"). THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, SEPTEMBER 28, 1999, UNLESS EXTENDED (SUCH DATE AND TIME,
AS THE SAME MAY BE EXTENDED, THE "OFFER EXPIRATION TIME"). IN ORDER TO RECEIVE
THE TENDER OFFER CONSIDERATION AND THE CONSENT PAYMENT OF $30 PER $1,000
PRINCIPAL AMOUNT OF NOTES, HOLDERS OF NOTES MUST TENDER NOTES AND DELIVER THE
RELATED CONSENTS AT OR PRIOR TO THE CONSENT TIME (AND MUST NOT HAVE WITHDRAWN
SUCH NOTES AND REVOKED SUCH CONSENTS AT OR PRIOR TO THE CONSENT TIME). HOLDERS
OF NOTES THAT TENDER NOTES AFTER THE CONSENT TIME, BUT AT OR PRIOR TO THE OFFER
EXPIRATION TIME, WILL RECEIVE ONLY THE TENDER OFFER CONSIDERATION. NOTES
TENDERED PRIOR TO THE CONSENT TIME MAY BE WITHDRAWN AND RELATED CONSENTS MAY BE
REVOKED AT ANY TIME AT OR PRIOR TO THE CONSENT TIME, BUT NOT THEREAFTER EXCEPT
PURSUANT TO THE LIMITED CIRCUMSTANCES DESCRIBED IN THE STATEMENT (AS DEFINED
BELOW); NOTES TENDERED AFTER THE CONSENT TIME MAY ONLY BE WITHDRAWN AND RELATED
CONSENTS MAY BE REVOKED PURSUANT TO THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
STATEMENT.
- --------------------------------------------------------------------------------
August 31, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by InterMedia Capital Partners IV, L.P. ("ICP-IV")
and InterMedia partners IV Capital Corp. ("IPCC", and, together with ICP-IV, the
"Offerors"), to act as the Dealer Managers and Solicitation Agents in connection
with the Offerors' offer to purchase all of their outstanding 11 1/4% Senior
Notes 2006 (the "Notes"), upon the terms and subject to the conditions set forth
in the "Offer to Purchase and Consent Solicitation Statement" and the "Consent
and Letter of Transmittal". All capitalized terms used herein shall have the
meaning set forth in the Offer to Purchase and Consent Solicitation Statement.
1
<PAGE> 51
As a related matter, the Offerors are also soliciting consents (the
"Consents") to the adoption of certain proposed amendments (the "Proposed
Amendments") to the Indenture upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement and the
Consent and Letter of Transmittal. The Offer is conditioned on the receipt of
Consents from Holders of at least a majority of the outstanding principal amount
of the Notes. Holders who tender Notes in the Offer will be deemed to have given
Consents to the Proposed Amendments with respect to such Notes.
Enclosed herewith are copies of the following documents:
1. The Offer to Purchase and Consent Solicitation Statement (the
"Statement");
2. The Consent and Letter of Transmittal for the Notes for your use
and for the information of your clients, together with guidelines of the
Internal Revenue Service for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup
federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer and
the Solicitation if the Notes and all other required documents cannot be
delivered to the Depositary at or prior to the Offer Expiration Time.
(Please note that Holders may not use the guaranteed delivery procedures to
tender Notes or deliver Consents at or prior to the Consent Time);
4. A form of letter which may be sent to your clients for whose
account you hold the Notes in your name or in the name of a nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer and the Solicitation;
5. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
DTC Participants will be able to execute tenders through the DTC Automated
Tender Offer Program (ATOP).
The Offerors will not pay any fees or commissions to any broker or dealer
of other person for soliciting tenders of the Notes pursuant to the Offer and
the Solicitation. You will be reimbursed for customary mailing and handling
expenses incurred by you in forwarding the enclosed materials to your clients.
2
<PAGE> 52
Additional copies of the enclosed materials may be obtained from the
Information Agent, at its address and telephone number set forth on the back
page of the enclosed Statement.
Very truly yours,
TD SECURITIES
BANC OF AMERICA SECURITIES LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF EITHER OF THE OFFERORS, THE TRUSTEE, THE
DEPOSITARY, THE INFORMATION AGENT OR EITHER OF THE DEALER MANAGERS AND
SOLICITATION AGENTS OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION
OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER
AND THE SOLICITATION NOT CONTAINED IN THE STATEMENT OR THE CONSENT AND LETTER OF
TRANSMITTAL.
3
<PAGE> 53
INTERMEDIA CAPITAL PARTNERS IV, L.P.
AND
INTERMEDIA PARTNERS IV CAPITAL CORP.
OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING
11 1/4% SENIOR NOTES DUE 2006
AND
SOLICITATION OF CONSENTS TO AMENDMENTS TO THE INDENTURE
- --------------------------------------------------------------------------------
THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
SEPTEMBER 14, 1999, UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE
EXTENDED, THE "CONSENT TIME"). THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, SEPTEMBER 28, 1999, UNLESS EXTENDED (SUCH DATE AND TIME,
AS THE SAME MAY BE EXTENDED, THE "OFFER EXPIRATION TIME"). IN ORDER TO RECEIVE
THE TENDER OFFER CONSIDERATION AND THE CONSENT PAYMENT OF $30 PER $1,000
PRINCIPAL AMOUNT OF NOTES, HOLDERS OF NOTES MUST TENDER NOTES AND DELIVER THE
RELATED CONSENTS AT OR PRIOR TO THE CONSENT TIME (AND MUST NOT HAVE WITHDRAWN
SUCH NOTES AND REVOKED SUCH CONSENTS AT OR PRIOR TO THE CONSENT TIME). HOLDERS
OF NOTES THAT TENDER NOTES AFTER THE CONSENT TIME, BUT AT OR PRIOR TO THE OFFER
EXPIRATION TIME, WILL RECEIVE ONLY THE TENDER OFFER CONSIDERATION. NOTES
TENDERED PRIOR TO THE CONSENT TIME MAY BE WITHDRAWN AND RELATED CONSENTS MAY BE
REVOKED AT ANY TIME AT OR PRIOR TO THE CONSENT TIME, BUT NOT THEREAFTER EXCEPT
PURSUANT TO THE LIMITED CIRCUMSTANCES DESCRIBED IN THE STATEMENT (AS DEFINED
BELOW); NOTES TENDERED AFTER THE CONSENT TIME MAY ONLY BE WITHDRAWN AND RELATED
CONSENTS MAY BE REVOKED PURSUANT TO THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
STATEMENT. AFTER THE CONSENT TIME OR THE OFFER EXPIRATION TIME, AS APPLICABLE,
TENDERED NOTES MAY NOT BE WITHDRAWN AND CONSENTS MAY NOT BE REVOKED.
- --------------------------------------------------------------------------------
August 31, 1999
TO OUR CLIENTS:
Enclosed for your consideration is the Offer to Purchase and Consent
Solicitation Statement dated August 31, 1999 (as the same may be amended or
supplemented from time to time, the "Statement") and the accompanying Consent
and Letter of Transmittal (the "Consent and Letter of Transmittal") relating to
the offer (the "Offer") by InterMedia Capital Partners IV, L.P. ("ICP-IV") and
InterMedia Partners IV Capital Corp. ("IPCC", and, together with ICP-IV, the
"Offerors") to purchase their 11 1/4% Senior Notes due 2006 (the "Notes") at a
price per $1,000 principal amount of Notes to be determined as set forth in the
Statement, plus accrued and unpaid interest up to, but not including, the date
of payment. All capitalized terms used herein shall have the meaning set forth
in the Statement.
As a related matter, the Offerors are also soliciting (the "Solicitation")
consents (the "Consents") to the adoption of certain proposed amendments (the
"Proposed Amendments") to the indenture under
4
<PAGE> 54
which the Notes were issued (as amended to date, the "Indenture"), upon the
terms and subject to the conditions set forth in the Statement and the Consent
and Letter of Transmittal. The Offer is conditioned on the receipt of Consents
from Holders of at least a majority of the outstanding principal amount of Notes
(collectively, the "Requisite Consents"). Holders of Notes who tender Notes
pursuant to the Offer will be deemed to have given Consents to the Proposed
Amendments with respect to such Notes.
Consummation of the Offer and the Solicitation is subject to certain
conditions described in the Statement. The Offerors's obligations to accept for
purchase and pay for Notes validly tendered pursuant to the Offer are subject to
receipt of the Requisite Consents.
WE ARE THE REGISTERED HOLDER OF NOTES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF ANY SUCH NOTES AND DELIVERY OF A CONSENT TO THE PROPOSED AMENDMENTS CAN BE
MADE ONLY BY US AS THE REGISTERED HOLDER 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 TENDER NOTES HELD BY US FOR YOUR ACCOUNT, OR TO
DELIVER A CONSENT WITH RESPECT THERETO.
Accordingly, we request instructions as to whether you wish us to tender
any or all such Notes held by us for your account, and deliver Consents with
respect to such tendered Notes, pursuant to the terms and conditions set forth
in the Statement and the Consent and Letter of Transmittal. We urge you to read
the Statement and the Consent and Letter of Transmittal carefully before
instructing us to tender your Notes and to deliver Consents with respect to such
Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Notes and deliver Consents with respect thereto on
your behalf in accordance with the provisions of the Offer and the Solicitation.
Notes tendered pursuant to the Offer may only be withdrawn and the corresponding
Consents delivered pursuant to the Solicitation may only be revoked under the
circumstances described in the Statement.
Your attention is directed to the following:
1. The Offer and the Solicitation are being made by the Offerors
in connection with agreements (the "Charter Transaction Agreements")
entered into by ICP-IV on April 20, 1999, that provide for (i) the sale and
exchange by ICP-IV of certain cable systems and the sale of the stock of a
subsidiary of ICP-IV that owns cable systems to affiliates of Charter
Communications, Inc. ("Charter") and (ii) the payment of distributions to
the partners of ICP-IV, other than those partners that are affiliates of
AT&T Broadband & Internet Services ("AT&TBIS"), in redemption of their
partnership interests in ICP-IV (collectively, the "Charter Transactions").
The purpose of the Offer is to repurchase all of the Notes and facilitate
the closings of the Charter Transactions.
2. The Statement and the Consent and Letter of Transmittal.
3. Holders who tender their Notes will be deemed to have given
Consents to the Proposed Amendments with respect to such Notes.
4. Consummation of the Offer and the Solicitation is conditioned
upon satisfaction of certain conditions set forth in the Statement,
including, without limitation, the condition that the Requisite Consents
shall have been validly delivered at or prior to the Consent Time.
2
<PAGE> 55
5. Holders who tender their Notes at or prior to the Consent Time
shall receive a Consent Payment of $30 per $1,000 principal amount of Notes
tendered, in addition to the Tender Offer Consideration. Holders who tender
their Notes after the Consent Time, but at or prior to the Offer Expiration
Time, shall receive only the Tender Offer Consideration.
6. Tendering holders, who tender their Notes prior to the Consent
Time, may withdraw any tender of Notes and revoke the related Consents at
any time at or prior to the Consent Time. Tenders of Notes and related
Consents received at or prior to the Consent Time will become irrevocable
at the Consent Time, except pursuant to the limited circumstances described
in the Statement. Tendering holders, who tender their Notes after the
Consent Time but prior to the Offer Expiration Time, may only withdraw any
tender of Notes and revoke the related Consents pursuant to the limited
circumstances described in the Statement.
7. Any transfer taxes incident to the transfer of Notes from the
tendering Holder to the Offerors will be paid by the Offerors, except as
provided in the Statement and the instructions to the Consent and Letter of
Transmittal.
8. The Solicitation will expire at 12:00 midnight, New York City time,
on September 14, 1999, unless extended. The Offer will expire at 12:00
midnight, New York City time, on September 28, 1999, unless extended.
The Offer and the Solicitation are being made to all Holders. The Offerors
are not aware of any jurisdiction in which the making of the Offer and the
Solicitation are prohibited by administrative or judicial action pursuant to a
state statute. If the Offerors become aware of any jurisdiction where the making
of the Offer and the Solicitation are so prohibited, the Offerors will make a
good faith effort to comply with any such statute or seek to have such statute
declared inapplicable to the Offer and the Solicitation. If, after such good
faith effort, the Offerors cannot comply with any applicable statute, the Offer
and the Solicitation will not be made to (nor will tenders be accepted from or
on behalf of) the Holders in such jurisdiction. In those jurisdictions where
securities, blue sky or other laws require the Offer and the Solicitation to be
made by a licensed broker or dealer, the Offer and the Solicitation will be
deemed to be made on behalf of the Offerors by one or more registered brokers or
dealers licensed under the laws of such jurisdiction. The Offer and the
Solicitation will not be made, and will be deemed not to have been made, in
those jurisdictions where securities, blue-sky or other laws prohibit the Offer
and the Solicitation from being made.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF THE NOTES HELD BY US FOR YOUR
ACCOUNT, AND DELIVER YOUR CONSENT TO THE PROPOSED AMENDMENTS, PLEASE SO INSTRUCT
US BY COMPLETING, DETACHING AND RETURNING TO US THE INSTRUCTION FORM SET FORTH
ON THE NEXT PAGE. IF YOU AUTHORIZE A SALE OF YOUR NOTES (AND THE DELIVERY OF A
RELATED CONSENT WITH RESPECT TO SUCH NOTES), THE ENTIRE PRINCIPAL AMOUNT OF
NOTES HELD FOR YOUR ACCOUNT WILL BE SOLD (AND A CONSENT WITH RESPECT TO ALL SUCH
NOTES SHALL BE DELIVERED), UNLESS OTHERWISE SPECIFIED BELOW.
3
<PAGE> 56
INSTRUCTION WITH RESPECT TO
INTERMEDIA CAPITAL PARTNERS IV, L.P.
AND
INTERMEDIA PARTNERS IV CAPITAL CORP.
OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING
11 1/4% SENIOR NOTES DUE 2006
AND
SOLICITATION OF CONSENTS TO AMENDMENTS TO THE INDENTURE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase and Consent Solicitation Statement dated August 31, 1999 and
the accompanying Consent and Letter of Transmittal relating to the offer (the
"Offer") by InterMedia Capital Partners IV, L.P. ("ICP-IV") and InterMedia
Partners IV Capital Corp. ("IPCC", and, together with ICP-IV, the "Offerors") to
purchase their 11 1/4% Senior Notes due 2006 (the "Notes").
THIS WILL INSTRUCT YOU TO ACCEPT THE OFFER AND TO DELIVER CONSENTS WITH
RESPECT TO THE NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OF THE
UNDERSIGNED, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE
STATEMENT.
PRINCIPAL AMOUNT OF NOTES IN RESPECT OF WHICH
THE OFFER IS TO BE ACCEPTED AND IN RESPECT OF
WHICH CONSENTS ARE TO BE GIVEN
- ---------------------------------------
SIGN HERE
Dated: ________________, 1999
---------------------------------
SIGNATURE
---------------------------------
SIGNATURE
---------------------------------
---------------------------------
---------------------------------
NAME(S) (PLEASE PRINT)
ADDRESS AND ZIP CODE
AREA CODE AND TELEPHONE NO.
4
<PAGE> 57
NOTICE OF GUARANTEED DELIVERY
FOR
11 1/4% SENIOR NOTES DUE 2006
OF
INTERMEDIA CAPITAL PARTNERS IV, L.P.
AND
INTERMEDIA PARTNERS IV CAPITAL CORP.
This form or one substantially equivalent hereto must be used to accept the
Offer (as defined below) if notes representing the 11 1/4% Senior Notes due 2006
(the "Notes") of InterMedia Capital Partners IV, L.P. and InterMedia Partners IV
Capital Corp. (together, the "Issuers"), are not immediately available or time
will not permit all required documents to reach the Depositary on or prior to
the Offer Expiration Time (as defined in the Statement (as defined below)) or if
the procedure for book-entry transfer cannot be completed on a timely basis.
Such form may be delivered by hand or sent by telegram, facsimile transmission
or mail to the Depositary and must include a guarantee by an Eligible
Institution (as defined under the caption "The Offer and the
Solicitation--Procedures for Tendering Notes and Delivering Consents" in the
Statement).
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
By Hand, Mail or Overnight Courier:
THE BANK OF NEW YORK
Reorganization Department
101 Barclay Street, Floor 7E
New York, New York 10286
Attention: Kwei Aryeetey, Corporate Trust Operations
By Facsimile Transmission:
(For Eligible Institutions Only)
(212) 815-6339
For Information or Confirmation by Telephone:
(212) 815-3687
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE
NUMBER OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Consent and Letter of Transmittal is required to be guaranteed by an Eligible
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.
1
<PAGE> 58
Ladies and Gentlemen:
The undersigned hereby tenders to InterMedia Capital Partners IV, L.P. and
InterMedia Partners IV Capital Corp., on the terms and subject to the conditions
set forth in its Offer to Purchase and Consent Solicitation Statement, dated
August 31, 1999 (the "Statement"), and the related Consent and Letter of
Transmittal (which together constitute the "Offer"), receipt of which is hereby
acknowledged, the principal amount of Notes indicated below pursuant to the
guaranteed delivery procedures set forth under the caption "The Offer and the
Solicitation--Procedures for Tendering Notes and Delivering Consents" in the
Statement.
<TABLE>
<S> <C>
(Please Type or Print) Name(s):_____________________________________________
Principal Amount of Notes Tendered:____________________ _____________________________________________________
Address:_____________________________________________
If Notes will be delivered by book-entry transfer, check _____________________________________________________
box: _____________________________________________________
[ ] The Depository Trust Company Zip Code
Account Number:_________________________________________ Area Code and Telephone Number:______________________
Dated:__________________________________________________ Signature(s):________________________________________
Certificate No(s). (if available):______________________
</TABLE>
GUARANTEE
(not to be used for signature guarantee)
The undersigned, a financial institution that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program, or the Stock Exchange Medallion Program, hereby
guarantees to deliver to the Depositary the Notes, as applicable, tendered
hereby, in proper form for transfer, or a Book-Entry Confirmation (as defined in
"The Offer and the Solicitation--Procedures for Tendering Notes and Delivering
Consents" in the Statement) with respect to such Notes, together with a properly
completed and duly executed Consent and Letter of Transmittal or facsimile
thereof, with any required signature guarantees, or an Agent's Message (as
defined in "The Offer and the Solicitation--Procedures for Tendering Notes and
Delivering Consents" in the Statement) in the case of a book-entry transfer, and
any other required documents, all within two business days from the date hereof.
<TABLE>
<S> <C>
- --------------------------------------------- ---------------------------------------------
Name of Firm Authorized Signature
- --------------------------------------------- ---------------------------------------------
Address Name (Please Type or Print)
- --------------------------------------------- ---------------------------------------------
City, State Zip Code Title
- --------------------------------------------- ---------------------------------------------
Area Code and Telephone Number Date
</TABLE>
DO NOT SEND CERTIFICATES WITH THIS FORM. CERTIFICATES
SHOULD BE SENT WITH THE CONSENT AND LETTER OF TRANSMITTAL.
2
<PAGE> 59
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 EMPLOYER
SOCIAL SECURITY IDENTIFICA-TION
FOR THIS TYPE OF ACCOUNT: NUMBER OF-- FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- ------------------------------------------------------------ --------------------------------------------------------
<S> <C> <C> <C>
1. Individual The individual 6. Sole proprietorship The owner(3)
2. Two or more individuals The actual owner of 7. A valid trust, estate, The legal entity (Do
(joint account) the account or, if or pension trust not furnish the
combined funds, the identifying number
first individual on of the personal
the account(l) representative or
trustee unless the
legal entity itself is
not designated in
the account title.)
(4)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee(l)
savings trust (grantor is
also trustee)
8. Corporate The corporation
b. So-called trust account The actual owner(l) 9. Association, club, The organization
that is not a legal or religious, charitable,
valid trust under educational or other
state law tax-exempt organization
5. Sole proprietorship The owner(3) 10. Partnership The partnership
11. A broker or The broker or nominee
registered nominee
12. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a state or
local government, school
district, or prison) that
receives agricultural
program payments
</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) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
1
<PAGE> 60
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Section references are to the Internal Revenue Code
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in (1)
through (13) and a person registered under the Investment Advisers Act of 1940
who regularly acts as a broker are exempt. Payments subject to reporting under
sections 6041 and 6041A are generally exempt from backup withholding only if
made to payees described in items (1) through (7), except that payments made to
a corporation for medical and health care or attorneys' fees that are reportable
on Form 1099 MISC are not exempt from backup withholding. Only payees described
in items (2) through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividends, and payments by certain fishing boat
operators.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an individual
retirement account ("IRA"), or a custodial account under section
403(b)(7), if the account satisfies the requirements of section
401(f)(2).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the Investment
Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends generally not subject to backup
withholding also include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
- - Payments of patronage dividends not paid in money.
- - C Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt interest dividends under
section 852).
- - C Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - C Payments made by certain foreign organizations.
- - Mortgage interest paid to you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details see sections 6041, 6041(A), 6042, 6044, 6045,
6049, 6050A and 6050N, and the regulations under such sections.
PRIVACY ACT NOTICE.--Section 6109 requires you to give your correct taxpayer
identification number to persons who must file information returns with the IRS
to report interest, dividends, and certain other income paid to you, mortgage
interest you paid, the acquisition or abandonment of secured property,
cancellation of debt, or contributions you made to an IRA. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. You must provide your taxpayer identification
2
<PAGE> 61
number whether or not you are required to file a tax return. Payers must
generally withhold 31% of taxable interest, dividend, and certain other payments
to a payee who does not furnish a taxpayer identification number to a payer.
Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
3
