<PAGE>
EXHIBIT 99.1
CFW Communications Company
LETTER OF TRANSMITTAL
Offer To Exchange Its 13% Senior Exchange Notes due 2010
Which Have Been Registered Under The Securities Act of 1933
For Any And All Of Its Outstanding 13% Senior Notes due 2010
Pursuant To The Prospectus Dated October __, 2000
--------------------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER __, 2000,
UNLESS EXTENDED.
--------------------------------------------------------------------------------
The exchange agent for the exchange offer is:
THE BANK OF NEW YORK
<TABLE>
<CAPTION>
By Facsimile: By Mail or Hand (9:00 a.m. to 5:00 p.m., local time):
<S> <C>
(212) 815-6339 The Bank of New York
Attention: _________ 101 Barclay Street, Floor 7E
Reorganization Section--Corporate Trust New York, New York 10286
Confirm by Telephone to: (212) 815-6331 Attention: ___________
Reorganization Section--Corporate Trust
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of outstanding
notes (as defined below) if either (i) outstanding notes are to be forwarded
herewith, or (ii) tenders of outstanding notes are to be made by book-entry
transfer to an account maintained by The Bank of New York (the "exchange agent")
at The Depository Trust Company ("DTC") pursuant to the procedures set forth in
"The Exchange Offer - - Procedures for Tendering" in the prospectus. An "agents
message" (as defined below) may also be used in lieu of physically completing,
executing and delivering to the exchange agent this Letter of Transmittal, if
delivery of the outstanding notes is to be made through the DTC's automated
tender offer program. The "agent's message" means a message, transmitted by the
DTC and received by the exchange agent and forming part of the confirmation of
book-entry ("book-entry confirmation"), which states that the DTC has received
an express acknowledgment from a participant tendering outstanding notes which
are the subject of such book-entry confirmation and that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the agreement may be enforced against such participant. For additional
information regarding DTC's automated tender offer program, please refer to "The
Exchange Offer -- Procedures for Tendering -- Tendering Through DTC's Automated
Tender Offer Program" section of the prospectus.
<PAGE>
Holders of outstanding notes whose certificates for such outstanding notes
are not immediately available or who cannot deliver their certificates, this
Letter of Transmittal and all other required documents to the exchange agent on
or prior to the expiration date or who cannot complete the procedures for book-
entry transfer on a timely basis, may tender their outstanding notes according
to the guaranteed delivery procedures set forth in "The Exchange Offer --
Procedures for Tendering" in the prospectus.
Delivery of documents to DTC does not constitute delivery to the exchange agent.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
List below the outstanding notes of which you are a holder. If the space
provided below is inadequate, list the certificate numbers and principal amount
on a separate signed schedule and attach that schedule to this Letter of
Transmittal. See Instruction 3.
<TABLE>
<CAPTION>
ALL TENDERING HOLDERS COMPLETE THIS BOX:
==============================================================================================================
Description of Outstanding Notes Tendered
--------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered )
Holder(s) Outstanding Notes Tendered
(Fill in, if blank)
--------------------------------------------------------------------------------------------------------------
Certificate Principal Amount
Number(s)* (Attach Principal Amount
(Attach additional additional list if Tendered (if less
list if necessary) than all)**
necessary)
--------------------------------------------------------------
<S> <C> <C> <C>
$ $
------------------ ------------------ ------------------
------------------ ------------------ ------------------
------------------ ------------------ ------------------
------------------ ------------------ ------------------
Total Amount Tendered: $ $
------------------ ------------------ ------------------
--------------------------------------------------------------------------------------------------------------
</TABLE>
Check here if any additional lists are attached.
* Need not be completed by book-entry holders. Such holders should check the
appropriate box below and provide the requested information.
** Need not be completed if tendering for exchange all outstanding notes held.
Outstanding notes may be tendered in whole or in part only in integral
multiples of $1,000. All outstanding notes held shall be deemed tendered
unless a lesser number is specified in this column. See Instruction 4.
2
<PAGE>
(Boxes Below To Be Checked By Eligible Institutions Only. See Instruction 1.)
[_] Check here if tendered outstanding notes are enclosed herewith.
[_] Check here if tendered outstanding notes are being delivered by book-entry
transfer made to the account maintained by the exchange agent at DTC and
complete the following:
Name of Tendering Institution:_______________________________________________
DTC Account Number:__________________________________________________________
Transaction Code Number:_____________________________________________________
By crediting notes to the exchange agent's account at the book-entry transfer
facility in accordance with the book-entry transfer facility's Automated Tender
Offer Program ("ATOP") and by complying with applicable ATOP procedures with
respect to the exchange offer, including transmitting an agent's message to the
exchange agent in which the holder of notes acknowledges and agrees to be bound
by the terms of this letter, the participant in ATOP confirms on behalf of
itself and the beneficial owners of such notes all provisions of this letter
applicable to it and such beneficial owners as if it had completed the
information required herein and executed and transmitted this letter to the
exchange agent.
[_] Check here and enclose a photocopy of the Notice of Guaranteed Delivery if
tendered outstanding notes are being delivered pursuant to a Notice of
Guaranteed Delivery previously sent to the exchange agent and complete the
following:
Name(s) of Registered Holder(s):______________________________________________
Window Ticket Number (if any):________________________________________________
Date of Notice of Guaranteed Delivery:________________________________________
Institution Which Guaranteed Delivery:________________________________________
If Guaranteed Delivery is to be made by book-entry transfer:
Name of Tendering Institution:________________________________________________
DTC Account Number:___________________________________________________________
Transaction Code Number:______________________________________________________
[_] Check here if you are a broker-dealer who acquired outstanding notes for
your own account as a result of market-making activities or other trading
activities (a "Participating Broker-Dealer") and wish to receive 10
additional copies of the prospectus and 10 copies of any amendments or
supplements thereto.
Name:_________________________________________________________________________
Address:______________________________________________________________________
3
<PAGE>
_________________________________________________________________________
Telephone Number and Contact Person:__________________________________________
4
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to CFW Communications Company, a Virginia
corporation ("CFW" or the "Company"), the above described principal amount of
CFW's 13% Senior Notes due 2010 (the "outstanding notes") in exchange for a like
principal amount of CFW's 13% Senior Exchange Notes due 2010 (the "exchange
notes"), which have been registered under the Securities Act of 1933 (the
"Securities Act"), upon the terms and subject to the conditions set forth in the
prospectus dated October __, 2000 (as the same may be amended or supplemented
from time to time, the "prospectus"), receipt of which is hereby acknowledged,
and in this Letter of Transmittal (which, together with the prospectus,
constitute the "exchange offer").
Subject to and effective upon the acceptance for exchange of the
outstanding notes tendered herewith, the undersigned hereby sells, assigns and
transfers to or upon the order of CFW all right, title and interest in and to
such outstanding notes as are being tendered herewith. The undersigned hereby
irrevocably constitutes and appoints the exchange agent as its agent and
attorney-in-fact (with full knowledge that the exchange agent is also acting as
agent of CFW in connection with the exchange offer and as trustee under the
indenture for the outstanding notes and the exchange notes) with respect to the
tendered outstanding notes, with full power of substitution (such power of
attorney being an irrevocable power coupled with an interest), subject only to
the right of withdrawal described in the prospectus, to: (i) deliver such
outstanding notes to CFW together with all accompanying evidences of transfer
and authenticity to, or upon the order of, CFW upon receipt by the exchange
agent, as the undersigned's agent, of the exchange notes to be issued in
exchange for such outstanding notes; (ii) present certificates for such
outstanding notes for transfer, and to transfer such outstanding notes on the
account books maintained by DTC; and (iii) receive for the account of CFW all
benefits and otherwise exercise all rights of beneficial ownership of such
outstanding notes, all in accordance with the terms and conditions of the
exchange offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the
outstanding notes tendered hereby and that, when the same are accepted for
exchange, CFW will acquire good, marketable and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances, and that the
outstanding notes tendered hereby are not subject to any adverse claims or
proxies. The undersigned will, upon request, execute and deliver any additional
documents deemed by CFW or the exchange agent to be necessary or desirable to
complete the exchange, sale, assignment and transfer of the outstanding notes
tendered hereby. The undersigned has read and agrees to all of the terms of the
exchange offer.
The name(s) and address(es) of the registered holder(s) of the outstanding
notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the certificates representing such outstanding notes.
The certificate number(s) and the outstanding notes that the undersigned wishes
to tender should be indicated in the appropriate boxes above.
The undersigned will, upon request, execute and deliver any additional
documents deemed by CFW to be necessary or desirable to complete the sale,
assignment and transfer of the notes tendered hereby.
If any tendered outstanding notes are not exchanged pursuant to the
exchange offer for any reason, or if certificates are submitted for more
outstanding notes than are tendered or accepted for exchange, certificates for
such nonexchanged or nontendered outstanding notes will be returned (or, in the
case of outstanding notes tendered by book-entry transfer, such outstanding
notes will be credited to
5
<PAGE>
an account maintained at DTC), without expense to the tendering holder promptly
following the expiration or termination of the exchange offer.
The undersigned understands that tenders of outstanding notes pursuant to
any one of the procedures described in "The Exchange Offer -- Procedures for
Tendering" in the prospectus and in the instructions herein will, upon CFW's
acceptance for exchange of such tendered outstanding notes, constitute a binding
agreement between the undersigned and CFW upon the terms and subject to the
conditions of the exchange offer. The undersigned recognizes that, under certain
circumstances set forth in the prospectus, CFW may not be required to accept for
exchange any of the outstanding notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the exchange notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of outstanding notes, that such exchange notes be credited to the
account indicated above maintained at DTC. If applicable, substitute
certificates representing outstanding notes not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of outstanding notes, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please deliver exchange notes to the undersigned at the address
shown below the undersigned's signature.
By tendering outstanding notes and executing this Letter of Transmittal,
the undersigned hereby represents and agrees that:
(i) The undersigned is not an "affiliate" of CFW (within the meaning of
Rule 405 under the Securities Act), or if the undersigned is an
affiliate, the undersigned will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent
applicable;
(ii) Any exchange notes to be received by the undersigned are being
acquired in the ordinary course of its business; and
(iii) The undersigned has no arrangement or understanding with any person
to participate in a distribution (within the meaning of the
Securities Act) of exchange notes to be received in the exchange
offer.
If the undersigned is not a broker-dealer, by tendering outstanding notes
and executing this Letter of Transmittal, the undersigned represents and agrees
that it is not engaged in, and does not intend to engage in, a distribution of
exchange notes. If the undersigned is a broker-dealer that will receive
exchange notes for its own account in exchange for outstanding notes pursuant to
the exchange offer, by tendering outstanding notes and executing this Letter of
Transmittal, the undersigned represents and agrees that such outstanding notes
were acquired by such broker-dealer for its own account as a result of market-
making activities or other trading activities and it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
exchange notes (provided that, by so acknowledging and by delivering a
prospectus, such broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act). CFW has agreed that
starting on the expiration date and ending on the close of business on the first
anniversary of the expiration date, it will make the prospectus available to any
participating broker-dealer in connection with any such resale.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the prospectus and in the instructions contained in this Letter of
Transmittal, this tender is irrevocable.
6
<PAGE>
PLEASE SIGN HERE PLEASE SIGN HERE
___________________________________ _____________________________________
Authorized Signature Authorized Signature
Name:______________________________ Name:________________________________
Title:_____________________________ Title:_______________________________
Address:___________________________ Address:_____________________________
___________________________________ _____________________________________
Telephone Number:__________________ Telephone Number:____________________
Dated:_____________________________ Dated:_______________________________
___________________________________ _____________________________________
Taxpayer Identification or Taxpayer Identification or
Social Security Number Social Security Number
(NOTE: Signature(s) must be guaranteed if required by Instructions 2 and 5.
This Letter of Transmittal must be signed by the registered holder(s) exactly as
the name(s) appear(s) on certificate(s) for the outstanding notes hereby
tendered or on a security position listing, or by any person(s) authorized to
become the registered holder(s) by endorsements and documents transmitted
herewith, including such opinions of counsel, certifications and other
information as may be required by CFW or the trustee for the outstanding notes
to comply with the restrictions on transfer applicable to the outstanding notes.
If signature is by an attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or another acting in a fiduciary capacity or
representative capacity, please set forth the signer's full title. See
Instructions 2 and 5. Please complete substitute Form W-9 below.)
7
<PAGE>
Guarantee of Signature(s)
(If required--see Instructions 2 and 5)
Signature(s) Guaranteed by
an Eligible Institution:_______________________ Date:______________________
Authorized Signature
Name of Eligible Institution
Guaranteeing Signature:________________________________________________________
Address: __________________________
__________________________
Capacity (full title):_________________________ __________________________
Telphone Number:_______________________________
SPECIAL ISSUANCE INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS (See
Instructions 2, 5 and 6) Instructions 2, 5 and 6)
To be completed ONLY if the exchange To be completed ONLY if exchange
notes or any outstanding notes that notes or any outstanding notes that
are not tendered are to be issued in are not tendered are to be sent to
the name of someone other than the someone other than the registered
registered holder(s) of the outstanding holder(s)of the outstanding notes
notes whose name(s) appear(s) above. whose name(s) appear(s)above, or to
such registered holder(s) at an
address other than that shown above.
Issue: Mail:
Outstanding notes not tendered, to: Outstanding notes not tendered, to:
Exchange notes, to: Exchange notes, to:
Name(s) ____________________________ Name(s) ___________________________
Address ____________________________ Address ___________________________
____________________________ ___________________________
Telephone Number ___________________ Telephone Number __________________
____________________________________ ___________________________________
(Tax Identification or (Tax Identification or
Social Security Number) Social Security Number)
8
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed either if (a)
certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer -- Procedures for Tendering" in the prospectus. Certificates, or timely
confirmation of a book-entry transfer of such outstanding notes into the
exchange agent's account at DTC, as well as this Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees and any other documents required by this Letter of
Transmittal (or if applicable, an "agents message" (as defined above)), must be
received by the exchange agent at its address set forth herein on or prior to
the expiration date. The term "book-entry confirmation" means a timely
confirmation of book-entry transfer of outstanding notes into the exchange
agent's account at DTC. Outstanding notes may be tendered in whole or in part
only in integral multiples of $1,000.
Holders who wish to tender their outstanding notes and: (i) whose
certificates for such outstanding notes are not immediately available; (ii) who
cannot deliver their certificates, this Letter of Transmittal and all other
required documents to the exchange agent prior to the expiration date; or (iii)
who cannot complete the procedures for delivery by book-entry transfer on a
timely basis, may tender their outstanding notes by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Procedures for Tendering" in the
prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form
accompanying this Letter of Transmittal, must be received by the exchange agent
prior to the expiration date; and (iii) the certificates (or a book-entry
confirmation) representing all tendered outstanding notes, in proper form for
transfer, together with a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees and any
other documents required by this Letter of Transmittal, must be received by the
exchange agent within three New York Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer -- Procedures for Tendering" in the prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the exchange agent and must include a guarantee by an
Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.
For outstanding notes to be properly tendered pursuant to the guaranteed
delivery procedure, the exchange agent must receive a Notice of Guaranteed
Delivery prior to the expiration date. As used herein and in the prospectus,
"Eligible Institution" means a firm or other entity identified in Rule 17Ad-15
under the Exchange Act as "an eligible guarantor institution," including (as
such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker or dealer or government securities broker or dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.
The method of delivery of outstanding notes, this Letter of Transmittal and
all other required documents is at the option and sole risk of the tendering
holder, and delivery will be deemed made only when actually received by the
exchange agent. Instead of delivery by mail, it is recommended that holders use
an overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery and proper insurance should be obtained. No
Letter of Transmittal or outstanding notes should be sent to CFW. Holders may
request their respective brokers, dealers, commercial banks, trust companies or
nominees to effect these transactions for such holders.
9
<PAGE>
CFW will not accept any alternative, conditional or contingent tenders.
Each tendering holder, by execution of a Letter of Transmittal (or facsimile
thereof), waives any right to receive any notice of the acceptance of such
tender.
2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if: (i) this Letter of Transmittal is signed by the
registered holder (which shall include any participant in DTC whose name appears
on a security position listing as the owner of the outstanding notes) of
outstanding notes tendered herewith, unless such holder has completed either the
box entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" above; or (ii) such outstanding notes are tendered for
the account of a firm that is an Eligible Institution. In all other cases, an
Eligible Institution must guarantee the signature(s) on this Letter of
Transmittal. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
"Description of Outstanding Notes Tendered" is inadequate, the certificate
number(s) and/or the principal amount of outstanding notes and any other
required information should be listed on a separate signed schedule and attached
------
to this Letter of Transmittal.
4. Partial Tenders and Withdrawal Rights. Tenders of outstanding
notes will be accepted only in integral multiples of $1,000. If less than all
the outstanding notes evidenced by any certificate submitted are to be tendered,
fill in the principal amount of outstanding notes which are to be tendered in
the box entitled "Principal Amount Tendered (if less than all)." In such case,
new certificate(s) for the remainder of the outstanding notes that were
evidenced by the outstanding certificate(s) will be sent to the tendering
holder, unless the appropriate boxes on this Letter of Transmittal are
completed, promptly after the expiration date. All outstanding notes represented
by certificates delivered to the exchange agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of outstanding notes may be
withdrawn at any time prior to the expiration date. In order for a withdrawal to
be effective, a written, telegraphic or facsimile transmission of such notice of
withdrawal must be timely received by the exchange agent at its address set
forth above prior to the expiration date. Any such notice of withdrawal must
specify the name of the person who tendered the outstanding notes to be
withdrawn, the aggregate principal amount of outstanding notes to be withdrawn,
and (if certificates for such outstanding notes have been tendered) the name of
the registered holder of the outstanding notes as set forth on the
certificate(s), if different from that of the person who tendered such
outstanding notes. If certificates for outstanding notes have been delivered or
otherwise identified to the exchange agent, the notice of withdrawal must
specify the serial numbers on the particular certificates for the outstanding
notes to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of outstanding notes
tendered for the account of an Eligible Institution. If outstanding notes have
been tendered pursuant to the procedures for book-entry transfer set forth in
"The Exchange Offer -- Procedures for Tendering," the notice of withdrawal must
specify the name and number of the account at DTC to be credited with the
withdrawal of outstanding notes and must otherwise comply with the procedures of
DTC. Withdrawals of tenders of outstanding notes may not be rescinded.
Outstanding notes properly withdrawn will not be deemed validly tendered for
purposes of the exchange offer, but may be retendered at any subsequent time
prior to the expiration date by following any of the procedures described in the
prospectus under "The Exchange Offer--Procedures for Tendering."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by CFW, in its sole
discretion, which determination shall be final and binding on all parties. None
of CFW, any affiliates of CFW, the exchange agent or any other person shall be
under any duty to give any notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification. Any outstanding notes which have been tendered but which are
withdrawn will be returned to the holder thereof promptly after withdrawal.
10
<PAGE>
5. Signatures on Letter of Transmittal, Assignments and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the
outstanding notes tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificate(s) or on a security
position listing, without alteration, enlargement or any change whatsoever.
If any of the outstanding notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal. If
any tendered outstanding notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are names in which
certificates are registered.
If this Letter of Transmittal or any certificates 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 must submit proper evidence
satisfactory to CFW, in its sole discretion, of such persons' authority to so
act.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the outstanding notes listed and transmitted hereby, the
certificate(s) must be endorsed or accompanied by appropriate bond power(s),
signed exactly as the name(s) of the registered owner appear(s) on the
certificate(s), and also must be accompanied by such opinions of counsel,
certifications and other information as CFW or the trustee for the outstanding
notes may require in accordance with the restrictions on transfer applicable to
the outstanding notes. Signature(s) on such certificate(s) or bond power(s) must
be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If exchange notes or
certificates for outstanding notes not exchanged are to be issued in the name of
a person other than the signer of this Letter of Transmittal, or are to be sent
to someone other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of Transmittal
should be completed. In the case of issuance in a different name, the taxpayer
identification number of the person named must also be indicated. Holders
tendering outstanding notes by book-entry transfer may request that outstanding
notes not exchanged be credited to such account maintained at DTC as such holder
may designate. If no such instructions are given, outstanding notes not
exchanged will be returned by mail or, if tendered by book-entry transfer, by
crediting the account indicated above maintained at DTC.
7. Irregularities. CFW will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of outstanding notes, which
determination shall be final and binding on all parties. CFW reserves the
absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by it not to be in proper form or the acceptance for exchange
of which may, in the view of counsel to CFW, be unlawful. CFW also reserves the
right, exercising reasonable discretion and subject to applicable law, to waive
any of the conditions of the exchange offer set forth in the prospectus under
"The Exchange Offer--Conditions to the Exchange Offer" or any defect or
irregularity in any tender of outstanding notes of any particular holder whether
or not similar defects or irregularities are waived in the case of other
holders. CFW's interpretation of the terms and conditions of the exchange offer
(including this Letter of Transmittal and the instructions hereto) will be final
and binding. No tender of outstanding notes will be deemed to have been validly
made until all defects or irregularities with respect to such tender have been
cured or waived. None of CFW, any affiliates of CFW, the exchange agent, or any
other person shall be under any duty to give any notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification.
8. Questions, Requests for Assistance and Additional Copies.
Questions and requests for assistance may be directed to the exchange agent at
its address and telephone number set forth above. Additional copies of the
prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may
11
<PAGE>
be obtained from the exchange agent or from your broker, dealer, commercial
bank, trust company or other nominee.
9. Backup Withholding; Substitute Form W-9. Under U.S. federal
income tax law, a holder whose tendered outstanding notes are accepted for
exchange is required to provide the exchange agent with such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
exchange agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the holder or other payee to a $50 penalty. In
addition, payments to such holders or other payees with respect to outstanding
notes exchanged pursuant to the exchange offer may be subject to 31% backup
withholding.
The box in Part III of the Substitute Form W-9 may 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 III is checked, the
holder or other payee must also complete the certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part III is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the exchange agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the exchange agent. The exchange agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the exchange agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the exchange agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The holder is required to give the exchange agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the outstanding notes or of the last transferee appearing on the transfers
attached to, or endorsed on, the outstanding notes. If the outstanding notes are
registered in more than one name or are not in the name of the actual owner,
consult the Instructions to Form W-9 (Request for Identification Number and
Certification) for additional guidance on which number to report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the Instructions to Form W-9 (Request for Identification Number
and Certification) for additional guidance on which holders are exempt from
backup withholding.
Backup withholding is not an additional U.S. federal income tax. Rather,
the U.S. federal income tax liability of a person 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.
10. Mutilated, Lost, Destroyed or Stolen Certificates. If any
certificate representing outstanding notes has been mutilated, lost, destroyed
or stolen, the holder should promptly notify the exchange agent. The holder will
then be instructed as to the steps that must be taken in order to replace the
certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, destroyed or
stolen certificates have been followed.
11. Security Transfer Taxes. Holders who tender their outstanding
notes for exchange will not be obligated to pay any transfer taxes in connection
therewith, except that if exchange notes are to be
12
<PAGE>
delivered to, or are to be issued in the name of, any person other than the
registered holder of the outstanding notes tendered, or if a transfer tax is
imposed for any reason other than the exchange of outstanding notes in
connection with the exchange offer, then the amount of any such transfer tax
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such transfer
tax or exemption therefrom is not submitted with the Letter of Transmittal, the
amount of such transfer tax will be billed directly to such tendering holder.
12. Waiver of Conditions. CFW reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the prospectus.
13. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of notes, by
execution of this letter, shall waive any right to receive notice of the
acceptance of their notes for exchange.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER WITH
CERTIFICATES REPRESENTING TENDERED OUTSTANDING NOTES OR A BOOK ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO THE EXPIRATION DATE.
13
<PAGE>
TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instruction 9)
PAYER'S NAME: THE BANK OF NEW YORK
________________________
SUBSTITUTE Part I--PLEASE PROVIDE YOUR Social Security Number
Form W-9 TIN ON THE LINE AT RIGHT AND OR Employer
CERTIFY BY SIGNING AND Identification Number
DATING BELOW ______________________
Department of the
Treasury Internal Part II--CERTIFICATION - Under penalties of perjury,
Revenue Service I certify that:
(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);
Payer's Request for (2) I am not subject to backup withholding either
Taxpayer Identification because: (a) I am exempt from backup withholding;
Number (TIN) (b) I have not been notified by the Internal
Revenue Service ("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; and
(3) Any other information provided on this form is
true and correct.
_________________________
Certification Instructions--You must cross out item
(2) above if you have been notified by the IRS that
you are subject to backup withholding because of
underreporting interest or dividends on your tax
return and you have not been notified by the IRS that
you are no longer subject to backup withholding.
SIGNATURE __________________________________________
PRINTED NAME _______________________________________
DATE _______________________________________________
Part III--Awaiting TIN
--------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE 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
THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments made to me on account of the Exchange Notes shall be retained until I
provide a taxpayer identification number to the Exchange Agent and that, if I do
not provide my taxpayer identification number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
SIGNATURE:___________________________ DATE: ___________________________
<PAGE>
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>
----------------------------------------------------------------- -----------------------------------------------------------
For this type of account: Give the SOCIAL SECURITY For this type of account: Give the EMPLOYER
number of: IDENTIFICATION number of:
----------------------------------------------------------------- -----------------------------------------------------------
<S> <C> <C> <C>
1. An individual's account The individual 8. Sole Proprietorship The owner (4)
account
2. Two or more individuals (joint The actual owner of the 9. A valid trust, estate or The legal entity (Do not
account) account or if combined funds, pension trust furnish the identification
any one of the individuals (1) number of the personal
representative or trustee
unless the legal entity
itself is not designated in
the account title) (5)
3. Husband and wife (joint account) The actual owner of the 10. Corporate account The corporation
account or, if joint funds,
either person (1)
11. Religious, charitable, The organization
or educational
organization account
4. Custodian account of a minor The minor (2)
(Uniform Gift to Minors Act)
12. Partnership account The partnership
5. Adult and minor (joint account) The adult or, if the minor is
the only contributor, the
minor (1)
13. Association, club, or The organization
other tax-exempt
organization
6. Account in the name of guardian The ward, minor, or
or committee for a designated incompetent person (3)
ward, minor, or incompetent
person
14. A broker or registered The broker or nominee
nominee
7. a. The usual revocable savings The grantor-trustee (1)
trust account (grantor is
also trustee)
15. Account with the The public entity.
b. So-called trust account that The actual owner (1) Department of
is not a legal or valid trust Agriculture in
under state law the name of a public
entity (such as State
or local government,
school district, or
prison), that received
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) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) 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.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, for
Form SS-4, Application for Employer Identification Number at the local office of
the Social Security Administration or the Internal Revenue Service and apply for
a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include the
following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
. An international organization or any agency or instrumentality thereof.
. A registered dealer in securities or commodities registered in the United
States or a possession of the United States.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a) of the Code.
. An exempt charitable remainder trust, or a nonexempt trust described in
section 4947(a) (1) of the Code.
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441 of
the Code.
. Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
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 of the Code).
. Payments described in section 6049(b)(5) of the Code to non-resident aliens.
. Payments on tax-free covenant notes under section 1451 of the Code.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above must still complete the Substitute Form W-9 to
avoid possible erroneous backup withholding. FILE SUBSTITUTE FORM W-9 WITH THE
PAYER, REMEMBERING TO CERTIFY YOUR TAXPAYER IDENTIFICATION NUMBER ON THE FORM,
WRITE "EXEMPT" ON THE FACE OF THE FORM AND SIGN AND DATE THE FORM AND RETURN IT
TO THE PAYER.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041(A) (a), 6042, 6044,
6045, 6049, 6050A, and 6050N of the Code and their regulations.
Privacy Act Notice. - Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
Payers must be given the numbers whether or not recipients are required to file
a tax return. Payers must generally withhold 31% of taxable interest, dividends
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number.___ If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information with Respect to Withholding.___ If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information.___ Falsifying certificates 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.
