<PAGE> 1
EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
CLEAR CHANNEL COMMUNICATIONS, INC.
OFFER TO EXCHANGE
6.50% NOTES DUE 2005
FOR
6.50% NOTES DUE 2005
PURSUANT TO THE PROSPECTUS DATED OCTOBER __, 2000
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________,
2000, UNLESS THE EXCHANGE OFFER IS EXTENDED.
The Exchange Agent for the Exchange Offer is:
The Bank of New York
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BY REGISTERED OR CERTIFIED MAIL: FACSIMILE TRANSACTIONS: BY HAND OR OVERNIGHT DELIVERY:
The Bank of New York (Eligible Institutions Only) The Bank of New York
101 Barclay Street, 7E (212) 815-6339 101 Barclay Street
New York, New York 10286 Corporate Trust Services Window
Attn: TO CONFIRM BY TELEPHONE OR FOR Ground Level
Reorganization Department INFORMATION CALL: New York, New York 10286
(212) 815-6331 Attn:
Reorganization Department
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A
FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT
THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE
INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU
COMPLETE THIS LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received the
prospectus, dated __________, 2000 (the "Prospectus"), of Clear Channel
Communications, Inc. ("Clear Channel"), and this Letter of Transmittal and the
instructions hereto (the "Letter of Transmittal"), which together constitute
Clear Channel's offer (the "Exchange Offer") to exchange E1,000 principal amount
of its 6.50% Notes due 2005 (the "Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a Registration Statement of which the Prospectus is a part, for each E1,000
principal amount of its outstanding 6.50% Notes due 2005 (the "Restricted
Notes"), of which E650,000,000 aggregate principal amount is outstanding, upon
the terms and subject to the conditions set forth in the Prospectus. The term
"Expiration Date" shall mean 5:00 p.m. New York City time on ___________, 2000,
unless Clear Channel, in its sole discretion, extends the Exchange Offer, in
which case the term shall mean the latest date and time to which the Exchange
Offer is extended by Clear Channel. Capitalized terms used but not defined
herein have the meaning given to them in the Prospectus.
<PAGE> 2
This Letter of Transmittal is to be used if (1) certificates
representing Restricted Notes are to be physically delivered to the Exchange
Agent by Holders (as defined below), (2) the Restricted Notes are to be tendered
by book-entry transfer pursuant to the procedures set forth in the Prospectus
under "The Exchange Offer--Book-Entry Transfer" or (3) if tender of the
Restricted Notes is to be made by Holders according to the guaranteed delivery
procedures set forth in the Prospectus under "Exchange Offer--Guaranteed
Delivery Procedures." Delivery of this Letter of Transmittal and any other
required documents must be made to the Exchange Agent.
DELIVERY OF DOCUMENTS TO EUROCLEAR, CLEARSTREAM, LUXEMBOURG OR DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name
Restricted Notes are registered on the books of Clear Channel or any other
person who has obtained a properly completed bond power from the registered
holder.
Any Holder of Restricted Notes who wishes to tender his, her or its
Restricted Notes must, prior to the Expiration Date, either: (a) complete, sign
and deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange
Agent, in person or to the address or facsimile number set forth above and
tender (and not withdraw) his, her or its Restricted Notes or, (b) if a tender
of Restricted Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at Euroclear, Clearstream, Luxembourg, or DTC,
confirm such book-entry transfer, including the delivery of an Agent's Message
(a "Book-Entry Confirmation"), in each case in accordance with the procedures
for tendering described in the Instructions to this Letter of Transmittal.
Holders of Restricted Notes whose certificates are not immediately available or
who are unable to deliver their certificates or Book-Entry Confirmation and all
other documents required by this Letter of Transmittal to be delivered to the
Exchange Agent on or prior to the Expiration Date, must tender their Restricted
Notes according to the guaranteed delivery procedures set forth under the
caption "Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. (See
Instruction 2.)
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the Restricted Notes validly tendered and not
withdrawn and the issuance of the Exchange Notes will be made promptly following
the Expiration Date. For the purposes of the Exchange Offer, Clear Channel shall
be deemed to have accepted for exchange validly tendered Restricted Notes when,
as and if Clear Channel has given written notice thereof to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS
LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR
FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE
NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE
INSTRUCTION 12.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR
RESTRICTED NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND
COMPLY WITH ALL OF ITS TERMS.
<PAGE> 3
List below the Restricted Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate Numbers and
Principal Amounts should be listed on a separate signed schedule, attached
hereto. The minimum permitted tender is E1,000 in principal amount of the
Restricted Notes. All other tenders must be in integral multiples of E1,000.
DESCRIPTION OF RESTRICTED NOTES
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1 2 3
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Name(s) and Address(es) of Principal Amount of
Registered Holder(s): Aggregate Principal Amount Restricted Notes
(Please Fill In, If Blank) Certificate Number(s) of Notes Tendered/1/*
---------------------------- ---------------------------- ----------------------------
---------------------------- ---------------------------- ----------------------------
---------------------------- ---------------------------- ----------------------------
Total:
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* Need not be completed by Holders who wish to tender all Restricted Notes
listed.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
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SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
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To be completed ONLY if Restricted Notes in a principal To be completed ONLY if Restricted Notes in a principal
amount not tendered, or Exchange Notes issued in exchange amount not tendered, or Exchange Notes issued in exchange
for Restricted Notes accepted for exchange, are to be issued for Restricted Notes accepted for exchange are to be
in the name of someone other than the undersigned. delivered to someone other than the exchange, undersigned.
Issue Exchange Note(s) to: Deliver Exchange Note(s) to:
------------------------------- -----------------------------
Name(s): Name(s):
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Address: Address:
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(Include Zip Code) (Include Zip Code)
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(Tax Identification or Social Security Number(s)) (Tax Identification or Social Security Number(s))
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IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER
WITH THE CERTIFICATE(S) FOR RESTRICTED NOTES AND ALL OTHER REQUIRED DOCUMENTS)
OR A CONFIRMATION OF BOOK-ENTRY TRANSFER AND AGENT'S MESSAGE OF SUCH RESTRICTED
NOTES MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. IF
GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
HOLDERS WHOSE RESTRICTED NOTES ARE NOT IMMEDIATELY AVAILABLE OR WHO
CANNOT DELIVER THEIR RESTRICTED NOTES AND ALL OTHER DOCUMENTS REQUIRED HEREBY TO
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE MAY TENDER THEIR
RESTRICTED NOTES ACCORDING TO THE GUARANTEED DELIVERY PROCEDURES SET FORTH IN
THE PROSPECTUS UNDER THE CAPTION "EXCHANGE OFFER - GUARANTEED DELIVERY
PROCEDURES." (SEE INSTRUCTION 2.)
<PAGE> 4
[ ] CHECK HERE IF RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
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NAME(S) OF TENDERING HOLDER(S)
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DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY
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NAME OF INSTITUTION WHICH GUARANTEES DELIVERY
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TRANSACTION CODE NUMBER
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
NAME:
---------------------------------------------
ADDRESS:
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If the undersigned is not a broker-dealer, the undersigned represents
that (1) it is acquiring the Exchange Notes in the ordinary course of its
business, (2) it has no arrangements or understanding with any person, nor does
it intend to engage in, a distribution (as that term is interpreted by the SEC)
of Exchange Notes and (3) it is not an affiliate (as that term is interpreted by
the SEC) of Clear Channel. If the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Restricted Notes that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
<PAGE> 5
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ ACCOMPANYING INSTRUCTIONS
CAREFULLY.
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to Tyco International Group S.A. (the "Company") the
principal amount of Restricted Notes indicated above.
Subject to and effective upon the acceptance for exchange of the
principal amount of Restricted Notes tendered hereby in accordance with the
terms of the Exchange Offer described in the prospectus, this Letter of
Transmittal and the accompanying Instructions, or upon the order of the Company,
the undersigned sells, assigns and transfers to the Company all right, title and
interest in and to the Restricted Notes tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as the
agent of the Company and as Trustee and Registrar under the Indenture for the
Restricted Notes and the Exchange Notes) with respect to the tendered Restricted
Notes with full power of substitution (such power of attorney being deemed an
irrevocable power coupled with an interest), subject only to the right of
withdrawal described in the Prospectus, to (1) deliver certificates for such
Restricted Notes to the Company or transfer ownership of such Restricted Notes
on the account books maintained by Euroclear, Clearstream, Luxembourg, or DTC,
together, in either such case, with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (2) present such
Restricted Notes for transfer on the books of the Company and receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Restricted Notes, all in accordance with the terms of the Exchange Offer.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretative advice given by the staff of the SEC to third
parties in connection with transactions similar to the Exchange Offer, so that
the Exchange Notes issued pursuant to the Exchange Offer in exchange for the
Restricted Notes may be offered for resale, resold and otherwise transferred by
holders thereof (other than a broker-dealer who purchased such Restricted Notes
directly from the Company for resale pursuant to Rule 144A, Regulation S or any
other available exemption under the Securities Act or a person that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such Exchange Notes are acquired by
non-affiliates of the Company in the ordinary course of such holders' business
and such holders are not participating, do not intend to participate and have no
arrangement or understanding with any person to participate, in the distribution
of such Exchange Notes.
The undersigned agrees that acceptance of any tendered Restricted Notes
by the Company and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Exchange Offer and Registration Rights Agreement and that, upon the issuance of
the Exchange Notes, the Company will have no further obligations or liabilities
thereunder (except in certain limited circumstances).
The undersigned represents and warrants that (1) the Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving Exchange Notes (which shall be the
undersigned unless otherwise indicated in the box entitled "Special Delivery
Instructions" above) (the "Recipient"), (2) neither the undersigned nor the
Recipient (if different) is engaged in, intends to engage in or has any
arrangement or understanding with any person to participate in the distribution
(as that term is interpreted by the SEC) of such Exchange Notes, and (3) neither
the undersigned nor the Recipient (if different) is an "affiliate" of the
Company as defined in Rule 405 under the Securities Act.
<PAGE> 6
If the undersigned is a broker-dealer, the undersigned further (1)
represents that it acquired Restricted Notes for the undersigned's own account
as a result of market-making activities or other trading activities, (2)
represents that it has not entered into any arrangement or understanding with
the Company or any "affiliate" of the Company (within the meaning of Rule 405
under the Securities Act) to distribute the Exchange Notes to be received in the
Exchange Offer and (3) acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act (for which purposes, the delivery of the
Prospectus, as the same may be hereafter supplemented or amended, shall be
sufficient) in connection with any resale of Exchange Notes received in the
Exchange Offer. Such a broker-dealer will not be deemed, solely by reason of
such acknowledgment and prospectus delivery, to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned understands and agrees that the Company reserves the
right not to accept tendered Restricted Notes from any tendering holder if the
Company determines, in its sole and absolute discretion, that such acceptance
could result in a violation of applicable securities laws.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Restricted
Notes tendered hereby and to acquire Exchange Notes issuable upon the exchange
of such tendered Restricted Notes, and that, when the same are accepted for
exchange, the Company will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim. The undersigned also warrants that it will, upon request,
execute and deliver any additional documents deemed to be necessary or desirable
by the Exchange Agent or the Company in order to complete the exchange,
assignment and transfer of tendered Restricted Notes or transfer of ownership of
such Restricted Notes on the account books maintained by a book- entry transfer
facility.
The undersigned understands and acknowledges that the Company reserves
the right in its sole discretion to purchase or make offers for any Restricted
Notes that remain outstanding subsequent to the Expiration Date or, as set forth
in the Prospectus under the caption "Exchange Offer--Procedures for Tendering,"
to terminate the Exchange Offer and, to the extent permitted by applicable law,
purchase Restricted Notes in the open market, in privately negotiated
transactions or otherwise. The terms of any such purchases or offers could
differ from the terms of the Exchange Offer.
The undersigned understands that the Company may accept the
undersigned's tender by delivering written notice of acceptance to the Exchange
Agent, at which time the undersigned's right to withdraw such tender will
terminate. For purposes of the Exchange Offer, the Company shall be deemed to
have accepted validly tendered Restricted Notes when, as and if the Company has
given oral (which shall be confirmed in writing) or written notice thereof to
the Exchange Agent.
The undersigned understands that the first interest payment following
the Expiration Date will include unpaid interest on the Restricted Notes accrued
through the date of issuance of the Exchange Notes.
The undersigned understands that tenders of Restricted Notes pursuant
to the procedures described under the caption "Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned, the Company and the Exchange Agent in
accordance with the terms and subject to the conditions of the Exchange Offer.
If any tendered Restricted Notes are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted
Restricted Notes will be returned, at the Company's cost and expense, to the
undersigned at the address shown below or at a different address as may be
<PAGE> 7
indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding on the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only in
accordance with the procedures set forth in the prospectus and in this Letter of
Transmittal.
By acceptance of the Exchange Offer, each broker-dealer that receives
Exchange Notes pursuant to the Exchange Offer hereby acknowledges and agrees
that upon the receipt of notice by the Company of the happening of any event
that makes any statement in the Prospectus untrue in any material respect or
that requires the making of any changes in the Prospectus in order to make the
statements therein not misleading (which notice the Company agrees to deliver
promptly to such broker-dealer), such broker-dealer will suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission and has furnished copies of the amended or
supplemented prospectus to such broker-dealer.
Unless otherwise indicated under "Special Registration Instructions,"
please issue the certificates representing the Exchange Notes issued in exchange
for the Restricted Notes accepted for exchange and return any certificates for
Restricted Notes not tendered or not exchanged, in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the Exchange Notes
issued in exchange for the Restricted Notes accepted for exchange and any
certificates for Restricted Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special
Registration Instructions" and "Special Delivery Instructions" are completed,
please issue the certificates representing the Exchange Notes issued in exchange
for the Restricted Notes accepted for exchange in the name(s) of, and return any
certificates for Restricted Notes not tendered or not exchanged to, the
person(s) so indicated. The undersigned understands that the Company has no
obligations pursuant to the "Special Registration Instructions" or "Special
Delivery Instructions" to transfer any Restricted Notes from the name of the
registered Holder(s) thereof if the Company does not accept for exchange any of
the Restricted Notes so tendered.
Holders who wish to tender the Restricted Notes and (1) whose
Restricted Notes are not immediately available or (2) who cannot deliver their
Restricted Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Expiration Date, may tender their
Restricted Notes according to the guaranteed delivery procedures set forth in
the Prospectus under the caption "Exchange Offer--Guaranteed Delivery
Procedures." (See Instruction 2.)
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<PAGE> 8
PLEASE SIGN HERE WHETHER OR NOT TENDER IS TO BE MADE PURSUANT TO THE GUARANTEED
DELIVERY PROCEDURES.
This Letter of Transmittal must be signed by the registered holder(s)
as its (their) name(s) appear on the Restricted Notes, or by person(s)
authorized to become registered holder(s) by a properly completed bond power
from the registered holder(s), a copy of which must be transmitted with this
Letter of Transmittal. If the Restricted Notes to which this Letter of
Transmittal relate are held of record by two or more joint holders, then all
such holders must sign this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, then such person
must (1) set forth his or her full title below and (2) unless waived by the
Company, submit evidence satisfactory to the Company of such person's authority
so to act. (See Instruction 4.)
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(SIGNATURE(S) OF HOLDER(S))
Date: _________ , 2000
Name(s):
--------------------------------
(PLEASE PRINT)
Capacity (full title):
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 1)
Authorized Signature:
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Date: _________ , 2000
Name of Firm:
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Capacity (full title):
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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<PAGE> 9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal
need not be guaranteed if (a) this Letter of Transmittal is signed by the
registered holder(s) of the Restricted Notes tendered herewith and such
holder(s) have not completed the box set forth herein entitled "Special
Registration Instructions" or the box entitled "Special Delivery Instructions"
or (b) such Restricted Notes are tendered for the account of a member firm of a
registered national securities exchange or 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, an "Eligible Institution"). (See
Instruction 6.) Otherwise, all signatures on this Letter of Transmittal or a
notice of withdrawal, as the case may be, must be guaranteed by an Eligible
Institution. All signatures on bond powers and endorsements on certificates must
also be guaranteed by an Eligible Institution.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND RESTRICTED NOTES.
Certificates for all physically delivered Restricted Notes or confirmation of
any book-entry transfer to the Exchange Agent at Euroclear, Clearstream,
Luxembourg, or DTC, of Restricted Notes tendered by book-entry transfer, as well
as, in the case of physical delivery of Restricted Notes, a properly completed
and duly executed copy of this Letter of Transmittal or facsimile hereof and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m. New York City
time on the Expiration Date. The method of delivery of the tendered Restricted
Notes, this Letter of Transmittal and all other required documents, or
book-entry transfer and transmission of an Agent's Message by a Euroclear,
Clearstream, Luxembourg, or DTC participant, to the Exchange Agent is at the
election and risk of the Holder and the delivery will be deemed made only when
actually received by the Exchange Agent. If Restricted Notes are sent by mail,
registered mail with return receipt requested, properly insured, is recommended.
In all cases, sufficient time should be allowed to ensure timely delivery. No
Letter of Transmittal or Restricted Notes should be sent to the Company,
Euroclear, Clearstream, Luxembourg, or DTC.
The Exchange Agent will make a request to establish an account with
respect to the Restricted Notes at Euroclear, at Clearstream, Luxembourg, or at
DTC for purposes of the Exchange Offer promptly after receipt of this
Prospectus, and any financial institution that is a participant in Euroclear
Clearstream, Luxembourg, or DTC may make book-entry delivery of Restricted Notes
by causing Euroclear, Clearstream, Luxembourg, or DTC, as the case may be, to
transfer such Restricted Notes into the Exchange Agent's account at Euroclear or
Clearstream, Luxembourg, or DTC, as the case may be, in accordance with the
relevant entity's procedures for transfer. However, although delivery of
Restricted Notes may be effected through book-entry transfer at Euroclear,
Clearstream, Luxembourg, or DTC, an Agent's Message (as defined in the next
paragraph) in connection with a book-entry transfer and any other required
documents, must, in any case, be transmitted to and received by the Exchange
Agent at the address specified on the cover page of the Letter of Transmittal on
or prior to the Expiration Date or the guaranteed delivery procedures described
below must be complied with.
A Holder may tender Restricted Notes that are held through DTC by
transmitting its acceptance through DTC's Automatic Tender Offer Program, for
which the transaction will be eligible, and DTC will then edit and verify the
acceptance and send an Agent's Message to the Exchange Agent for its acceptance.
The term "Agent's Message" means a message transmitted by DTC to, and received
by, the Exchange Agent and forming part of the Book-Entry Confirmation, which
states that DTC has received an express acknowledgment from each participant in
DTC tendering the Restricted Notes and that such participant has received the
Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal and the Company may enforce such agreement against such participant.
Delivery of an
<PAGE> 10
Agent's Message will also constitute an acknowledgment from the tendering DTC
participant that the representations and warranties set forth on page 4 of this
Letter of Transmittal are true and correct.
Holders of Restricted Notes held through Euroclear or Clearstream,
Luxembourg, are required to use book-entry transfer pursuant to the standard
operating procedures of Euroclear or Clearstream, Luxembourg, as the case may
be, to accept the Exchange Offer and to tender their Restricted Notes. A
computer-generated message must be transmitted to Euroclear or Clearstream,
Luxembourg, as the case may be, in lieu of a Letter of Transmittal, in order to
tender the Restricted Notes in the Exchange Offer.
Holders who wish to tender their Restricted Notes and (1) whose
Restricted Notes are not immediately available, or (2) who cannot deliver their
Restricted Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Expiration Date or comply with
book-entry transfer procedures on a timely basis must tender their Restricted
Notes according to the guaranteed delivery procedures set forth in the
Prospectus. See "Exchange Offer--Guaranteed Delivery Procedures." Pursuant to
such procedure: (1) such tender must be made by or through an Eligible
Institution; (2) prior to the Expiration Date, the Exchange Agent must have
received from the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, overnight courier,
mail or hand delivery) setting forth the name and address of the Holder of the
Restricted Notes, the certificate number or numbers of such Restricted Notes and
the principal amount of Restricted Notes tendered, stating that the tender is
being made thereby and guaranteeing that, within three New York Stock Exchange
trading days after the Expiration Date, this Letter of Transmittal (or facsimile
hereof) or any Agent's Message together with the certificate(s) representing the
Restricted Notes or book-entry transfer, as the case may be, and any other
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (3) such properly completed and executed Letter of
Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered
Restricted Notes in proper form for transfer (or a confirmation of book-entry
transfer of such Restricted Notes into the Exchange Agent's account at
Euroclear, Clearstream, Luxembourg, or DTC), must be received by the Exchange
Agent within three New York Stock Exchange trading days after the Expiration
Date, all in the manner provided in the Prospectus under the caption "Exchange
Offer--Guaranteed Delivery Procedures." Any Holder who wishes to tender his, her
or its Restricted Notes pursuant to the guaranteed delivery procedures described
above must ensure that the Exchange Agent receives the Notice of Guaranteed
Delivery prior to the Expiration Date. Upon request to the Exchange Agent, a
Notice of Guaranteed Delivery will be sent to Holders who wish to tender their
Restricted Notes according to the guaranteed delivery procedures set forth
above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Restricted Notes, and withdrawal of tendered
Restricted Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. All tendering holders, by execution of
this Letter of Transmittal (or facsimile thereof), shall waive any right to
receive notice of the acceptance of the Restricted Notes for exchange. The
Company reserves the absolute right to reject any and all Restricted Notes not
properly tendered or any Restricted Notes the Company's acceptance of which
would, in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to
particular Restricted Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) shall be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Restricted Notes must be
cured within such time as the Company shall determine. Neither the Company, the
Exchange Agent nor any other person shall be under any duty to give notification
of defects or irregularities with respect to tenders of Restricted Notes, nor
shall any of them incur any liability for failure to give such notification.
Tenders of Restricted Notes will not be deemed to have been made until such
defects or irregularities have been cured to the Company's satisfaction or
waived. Any Restricted Notes received by the Exchange Agent that are not
properly
<PAGE> 11
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering Holders pursuant
to the Company's determination, unless otherwise provided in this Letter of
Transmittal as soon as practicable following the Expiration Date.
3. INADEQUATE SPACE. If the space provided is inadequate, the
certificate numbers and/or the number of Restricted Notes should be listed on a
separate signed schedule attached hereto.
4. TENDER BY HOLDER. Only a registered Holder of Restricted Notes or a
Euroclear, Clearstream, Luxembourg, or DTC participant listed on a securities
position listing furnished by Euroclear, Clearstream, Luxembourg, or DTC with
respect to the Restricted Notes may tender its Restricted Notes in the Exchange
Offer. Any beneficial owner of Restricted Notes who is not the registered Holder
and is not a Euroclear, Clearstream, Luxembourg, or DTC participant and who
wishes to tender should arrange with such registered holder to execute and
deliver this Letter of Transmittal on such beneficial owner's behalf or must,
prior to completing and executing this Letter of Transmittal and delivering his,
her or its Restricted Notes, either make appropriate arrangements to register
ownership of the Restricted Notes in such beneficial owner's name or obtain a
properly completed bond power from the registered holder or properly endorsed
certificates representing such Restricted Notes.
5. PARTIAL TENDERS; WITHDRAWALS. Tenders of Restricted Notes will be
accepted only in integral multiples of (Euro)1,000. If less than the entire
principal amount of any Restricted Notes is tendered, the tendering Holder
should fill in the principal amount tendered in the third column of the box
entitled "Description of Restricted Notes" above. The entire principal amount of
any Restricted Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of all
Restricted Notes is not tendered, then Restricted Notes for the principal amount
of Restricted Notes not tendered and a certificate or certification representing
Exchange Notes issued in exchange for any Restricted Notes accepted will be sent
to the Holder at his, her or its registered address, unless a different address
is provided in the "Special Delivery Instructions" box above on this Letter of
Transmittal or unless tender is made through Euroclear, Clearstream, Luxembourg,
or DTC promptly after the Restricted Notes are accepted for exchange.
Except as otherwise provided herein, tenders of Restricted Notes may be
withdrawn at any time prior to the Expiration Date. To withdraw a tender of
Restricted Notes in the Exchange Offer, a written or facsimile transmission
notice of withdrawal must be received by the Exchange Agent at its address set
forth herein prior to the Expiration Date. Any such notice of withdrawal must
(1) specify the name of the person having deposited the Restricted Notes to be
withdrawn (the "Depositor"), (2) identify the Restricted Notes to be withdrawn
(including the certificate number or numbers and principal amount of such
Restricted Notes, or, in the case of Restricted Notes transferred by book-entry
transfer the name and number of the account at Euroclear, Clearstream,
Luxembourg, or DTC to be credited), (3) be signed by the Depositor in the same
manner as the original signature on the Letter of Transmittal by which such
Restricted Notes were tendered (including any required signature guarantees) or
be accompanied by documents of transfer sufficient to have the Registrar with
respect to the Restricted Notes register the transfer of such Restricted Notes
into the name of the person withdrawing the tender and (4) specify the name in
which any such Restricted Notes are to be registered, if different from that of
the Depositor. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Restricted Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no Exchange Notes will be issued with respect thereto unless
the Restricted Notes so withdrawn are validly retendered. Any Restricted Notes
which have been tendered but which are not accepted for exchange by the Company
will be returned to the Holder thereof without cost to such Holder as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly
<PAGE> 12
withdrawn Restricted Notes may be retendered by following one of the procedures
described in the Prospectus under "Exchange Offer--Procedures for Tendering" at
any time prior to the Expiration Date.
6. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS. If this Letter of Transmittal (or facsimile hereof) is signed by
the registered Holder(s) of the Restricted Notes tendered hereby, the signature
must correspond with the name(s) as written on the face of the Restricted Note
without alteration, enlargement or any change whatsoever.
If any of the Restricted Notes tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Restricted Notes registered in different names are
tendered, it will be necessary to complete, sign and submit as many copies of
this Letter of Transmittal as there are different registrations of Restricted
Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
shall include a book-entry transfer facility whose name appears on a security
listing as the owner of the Restricted Notes) of Restricted Notes tendered and
the certificate or certificates for Exchange Notes issued in exchange therefor
is to be issued (or any untendered principal amount of Restricted Notes to be
reissued) to the registered Holder, then such Holder need not and should not
endorse any tendered Restricted Notes, nor provide a separate bond power. In any
other case, such Holder must either properly endorse the Restricted Notes
tendered or transmit a properly completed separate bond power with this Letter
of Transmittal with the signatures on the endorsement or bond power guaranteed
by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered Holder or Holders of any Restricted Notes
listed, such Restricted Notes must be endorsed or accompanied by appropriate
bond powers in each case signed as the name of the registered Holder or Holders
appears on the Restricted Notes.
If this Letter of Transmittal (or facsimile hereof) or any Restricted
Notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, or officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and unless waived by the Company, evidence satisfactory to the Company
of their authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Restricted Notes or signatures on bond powers required
by this Instruction 6 must be guaranteed by an Eligible Institution.
7. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders
should indicate, in the applicable box or boxes, the name and address to which
Exchange Notes or substitute Restricted Notes for principal amounts not tendered
or not accepted for exchange are to be issued or sent, if different from the
name and address of the person signing this 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.
8. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Restricted Notes pursuant to the Exchange Offer.
If, however, certificates representing Exchange Notes or Restricted Notes for
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be registered in the name of, any person other than the registered
Holder of the Restricted Notes tendered hereby, or if tendered Restricted Notes
are registered in the name of a person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
<PAGE> 13
exchange of Restricted Notes pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the registered Holder or on any
other persons) will be payable by the tendering Holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with this
Letter of Transmittal, the amount of such transfer taxes will be billed directly
to such tendering Holder. See the Prospectus under "Exchange Offer--Solicitation
of Tenders; Fees and Expenses."
Except as provided in this Instruction 8, it will not be necessary for
transfer tax stamps to be affixed to the Restricted Notes listed in this Letter
of Transmittal.
9. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any Restricted Notes tendered.
10. MUTILATED, LOST, STOLEN OR DESTROYED RESTRICTED NOTES. Any
tendering Holder whose Restricted Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated herein for
further instructions.
11. REQUESTS FOR ASSISTANCE, COPIES. Requests for assistance and
requests for additional copies of the Prospectus or this Letter of Transmittal
may be directed to the Exchange Agent at the address specified in the
Prospectus. Holders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Exchange Offer.
(DO NOT WRITE IN SPACE BELOW)
<TABLE>
<CAPTION>
<S> <C> <C>
CERTIFICATE TENDERED RESTRICTED NOTES ACCEPTED RESTRICTED NOTES SURRENDERED
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</TABLE>
Received Accepted by Checked by
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Delivery Prepared
by
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Checked by Date
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