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Exhibit 99.1
LETTER OF TRANSMITTAL
Offer for all Outstanding
Privately Placed 12 3/4% Senior Subordinated Notes Due 2010
in Exchange for
12 3/4% Senior Subordinated Notes Due 2010
of
JOSTENS, INC.
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON NOVEMBER 13, 2000, UNLESS EXTENDED
The Exchange Agent is The Bank of New York, whose mailing address, facsimile
number and telephone number are as follows:
By Hand Delivery, Mail or Overnight Express
(insured or registered recommended):
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Reorganization Unit--7E
By Facsimile: By Telephone:
(212) 815-6339 (212) 815-3738
DESCRIPTION OF SECURITIES TENDERED
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<TABLE>
<CAPTION>
Name and address of
registered holder as it
appears on
the privately placed 12
3/4% Senior Subordinated Certificate Principal Amount
Notes Due 2010 ("Old number(s) of Old of Old Notes
Notes") Notes transmitted transmitted
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<S> <C> <C> <C>
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Total
</TABLE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
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Ladies and Gentlemen:
1. The undersigned hereby agrees to exchange the aggregate principal amount
of privately placed 12 3/4% Senior Subordinated Notes Due 2010 (the "Old
Notes") for a like principal amount of 12 3/4% Senior Subordinated Notes Due
2010 (the "Notes") of Jostens, Inc. ("Jostens"), upon the terms and subject to
the conditions contained in the Registration Statement on Form S-4 filed by
Jostens, Inc., a Minnesota corporation, with the Securities and Exchange
Commission (the "Registration Statement") and the accompanying Prospectus dated
October 13, 2000 included therein (the "Prospectus"), receipt of which is
hereby acknowledged.
2. The undersigned hereby acknowledges and agrees that the Notes will bear
interest from and including May 10, 2000, the date of issuance of the Old
Notes. Accordingly, the undersigned will forego accrued but unpaid interest on
his, her or its Old Notes that are exchanged for Notes from and including May
10, 2000 but will receive such interest under the Notes.
3. The undersigned hereby represents and warrants that the undersigned has
full authority to tender the Old Notes described above. The undersigned will,
upon request, execute and deliver any additional documents deemed by Jostens to
be necessary or desirable to complete the exchange of the Old Notes.
4. The undersigned understands that the tender of the Old Notes pursuant to
all of the procedures set forth in the Prospectus will constitute an agreement
between the undersigned and Jostens as to the terms and conditions set forth in
the Prospectus.
5. The undersigned hereby represents and warrants that (i) any Notes
acquired in exchange for Old Notes are being acquired in the ordinary course of
business of the undersigned or such other person receiving such Notes, (ii)
neither the undersigned nor, to the actual knowledge of the undersigned, any
other person receiving Notes from the undersigned is engaging in or intends to
engage in a distribution of the Notes, (iii) neither the undersigned, nor to
the actual knowledge of the undersigned, any other person receiving Notes from
the undersigned has an arrangement or understanding with any person to
participate in the distribution of the Notes in violation of the provisions of
the Securities Act of 1933, as amended (the "Securities Act"), and (iv) neither
the undersigned nor, to the actual knowledge of the undersigned, any other
person receiving Notes from the undersigned, is an "affiliate" (as defined in
Rule 405 of the Securities Act) of Jostens or, if it is an affiliate of
Jostens, it will comply with the registration and prospectus delivery
requirements of the Securities Act.
6. If the undersigned is a broker-dealer, (i) it hereby represents and
warrants that it acquired the Old Notes for its own account as a result of
market-making activities or other trading activities and (ii) it hereby
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of the Notes received hereby. The
acknowledgment contained in the foregoing sentence shall not be deemed an
admission that the undersigned is an "underwriter" within the meaning of the
Securities Act.
7. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives of the undersigned.
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SPECIAL ISSUANCE AND DELIVERY SIGNATURE (Name of Registered
INSTRUCTIONS (See Instruction 1) Holder)
To be completed ONLY IF the (Must be signed by registered
Notes are to be issued in the holder exactly as name appears
name of someone other than the on Old Notes. If signature is by
undersigned or are to be sent to trustee, executor, administra-
someone other than the under- tor, guardian, attorney-in-fact,
signed or to the undersigned at officer of a corporation or
an address other than that pro- other person acting in a fidu-
vided above. ciary or representative capaci-
ty, please set forth full title.
Issue to: See Instruction 3.)
Name ____________________________ By:______________________________
(Please Print) Name:
Title
Address _________________________
Date: ___________________________
_________________________________
Address:_________________________
_________________________________
(Include Zip Code) Telephone No.: __________________
Mail to: Taxpayer Identification No.:_____
Name ____________________________ Signature Guaranteed By: ________
(Please Print) (See Instruction 1)
Address _________________________ Title: __________________________
_________________________________ Name of Institution: ____________
_________________________________ Address:_________________________
(Include Zip Code)
Date: ___________________________
PLEASE READ THE INSTRUCTIONS BELOW, WHICH FORM A PART OF THIS LETTER OF
TRANSMITTAL.
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INSTRUCTIONS
1. Guarantee of Signatures. Signatures on this Letter of Transmittal must be
guaranteed by a firm that is a member of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or
by a commercial bank or trust company having an office in the United States
which is a member of a recognized Medallion Signature Program approved by the
Securities Transfer Association, Inc. (an "Eligible Institution") unless (i)
the "Special Issuance and Delivery Instructions" above have not been completed
or (ii) the old Notes described above are tendered for the account of an
Eligible Institution.
2. Delivery of Letter of Transmittal and Old Notes. The Old Notes, together
with a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), should be mailed or delivered to the Exchange Agent at the
address set forth above.
The method of delivery of Old Notes and other documents is at the election
and risk of the respective holder. If delivery is by mail, registered mail
(with return receipt), properly insured, is suggested.
3. Guaranteed Delivery Procedures. Registered holders who wish to tender
their Old Notes and (i) whose Old Notes are not immediately available or (ii)
who cannot deliver their Old Notes, the Letter of Transmittal or any other
required documents to the Exchange Agent prior to the Expiration Date, may
effect a tender if:
(a) The tender is made through an Eligible Institution;
(b) Prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the registered holder of the Old
Notes, the certificate number or numbers of such Old Note(s) and the
principal amount of Old Notes tendered, stating that the tender is being
made thereby and guaranteeing that, within five New York Stock Exchange
trading days after the Expiration Date, the Letter of Transmittal (or
facsimile thereof) together with the certificate(s) representing the Old
Notes and any other documents required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and
(c) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all tendered
Old Notes in proper form for transfer and all other documents required by
the Letter of Transmittal are received by the Exchange Agent within five
New York Stock Exchange trading days after the Expiration Date.
Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to registered holders who wish to tender their Old Notes according to the
guaranteed delivery procedures set forth above.
4. Signatures on Letter of Transmittal, Bond Powers and Endorsements. If
this Letter of Transmittal is signed by a person other than a registered holder
of any Old Notes, such Old Notes must be endorsed or accompanied by appropriate
bond powers, in either case signed exactly as the name or names of the
registered holder or holders appear on the Old Notes.
If this Letter of Transmittal or any Old Notes or bond power is signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
person should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must
be submitted.
5. Exchange of Old Notes Only. Only the above-described Old Notes may be
exchanged for Notes pursuant to the Exchange Offer.
6. Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old Notes
will be resolved by the Company, whose determination will be final and binding.
The Company reserves the absolute right to reject any or all tenders that are
not in proper form or the acceptance of which would, in the opinion of counsel
for the Company, be unlawful. The Company also reserves the right to waive any
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irregularities or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Unless waived, any irregularities in connection with tenders or
consents must be cured within such time as the Company shall determine. Neither
the Company nor the Exchange Agent shall be under any duty to give notification
of defects in such tenders or shall incur liabilities for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such irregularities have been cured or waived. Any Old Notes received by the
Exchange Agent that are not properly tendered and as to which the
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holder thereof.
IMPORTANT TAX INFORMATION
Under current Federal income tax law, an Old Noteholder whose tendered Old
Notes are accepted for payment generally is required to provide the Exchange
Agent (as agent for the payer) with his or her correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If such Old Noteholder is an
individual, the TIN is his or her social security number. If the Exchange Agent
is not provided with the correct TIN, the Old Noteholder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, payments that
are made to such Old Noteholders with respect to New Notes exchanged pursuant
to the Offer may be subject to backup withholding.
Certain Old Noteholders (including, among others, all corporations and
certain foreign individuals) may not be subject to these backup withholding and
reporting requirements. Exempt Old Noteholders should indicate their exempt
status on Substitute Form W-9. In order for a foreign individual to qualify as
an exempt recipient, that Old Noteholder must submit a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to his or her exempt status. Such statements can be obtained from the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold 31
percent of any such payments made to the Old Noteholder. Backup withholding is
not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to an Old Noteholder
with respect to Old Notes exchanged pursuant to the Offer, each Old Noteholder
is required to notify the Exchange Agent of his, her or its correct TIN by
completing the Substitute Form W-9 below certifying the TIN provided on such
form is correct (or that such Old Noteholder is awaiting a TIN) and that (1)
the Old Noteholder has not been notified by the Internal Revenue Service that
he, she or it is subject to backup withholding as a result of a failure to
report all interest or dividends or (2) the Internal Revenue Service has
notified the Old Noteholder that he, she or it is no longer subject to backup
withholding.
What Number to Give the Exchange Agent
The Old Noteholder is required to give the Exchange Agent the social
security number or employer identification number of the record owner of the
Old Notes. If the Old Notes are in more than one name or are 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 guidelines on which
number to report.
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PAYER'S NAME: THE BANK OF NEW YORK, AS AGENT
Part 1--PLEASE PROVIDE YOUR Social security number
TIN IN THE BOX AT RIGHT AND or Employer
CERTIFY BY SIGNING AND identification number
DATING BELOW.
SUBSTITUTE
Form W-9
Department of ----------------------
the Treasury --------------------------------------------------------
Internal Part 2--Certification--Under penalties of perjury, I
Revenue certify that:
Service
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting for a
number to be issued to me) and
Payer's Request for Taxpayer Identification Number (TIN)
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, (b) I have
not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding
as a result of a failure to report all interest or
dividends or (c) the IRS has notified me that I am no
longer subject to backup withholding.
Certification Instructions--You must cross out Item
(2) above if you have been notified by the IRS that
you are currently subject to backup withholding
because of 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 that
you are no longer subject to backup withholding, do
not cross out such Item (2).
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Part 3--
SIGNATURE ______________ DATE _______ Awaiting
TIN [_]
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31
PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER, PLEASE REVIEW THE
ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAX 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 sixty (60) days, 31 percent of all
reportable payments made to me thereafter will be withheld until I
provide a number.
___________________________________ ___________________________________
Signature Date
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