<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
SPORTSLINE USA, INC.
(Name of Issuer)
SPORTSLINE USA, INC.
(Name of Person(s) Filing Statement)
5% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(Title of Class of Securities)
848934 AA 3
848934 AB 1
848934 AC 9
(CUSIP Number of Class of Securities)
MICHAEL LEVY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SPORTSLINE USA, INC.
6340 N.W. 5TH WAY
FORT LAUDERDALE, FLORIDA 33309
(954) 351-2120
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
With a copy to:
KENNETH C. HOFFMAN, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
PHONE: (305) 579-0500
FAX: (305) 579-0717
SEPTEMBER 21, 1999
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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- ----------------------------------------------------------------------------------------------
TRANSACTION VALUATION AMOUNT OF FILING FEE
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<S> <C>
$67,500,000(1) $13,500(2)
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</TABLE>
[ ] Check box if any part of the fee is offset by Rule 0-11 (a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing and registration statement number, or the form or schedule
and the date of filing.
<TABLE>
<S> <C> <C> <C>
AMOUNT PREVIOUSLY PAID: None FILING PARTY: Not Applicable
FORM OR REGISTRATION NO.: Not Applicable DATE FILED: Not Applicable
</TABLE>
- ---------------------------
(1) Estimated for purposes of calculating the amount of the filing fee only. The
purchase price for the 5% Convertible Subordinated Notes due 2006 (the
"Notes"), as described herein, is $750 per $1,000 principal amount of the
Notes. As of September 20, 1999, there were $90,000,000 aggregate principal
amount of the Notes outstanding, resulting in an aggregate purchase price,
assuming all of the Notes are tendered, of $67,500,000.
(2) Calculated as 1/50th of one percent of the transaction value.
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<PAGE> 2
INTRODUCTION
This Issuer Tender Offer Statement (the "Statement") is being filed with
the Securities and Exchange Commission by SportsLine USA, Inc., a Delaware
corporation (the "Company"), in connection with an offer to purchase (the
"Tender Offer") by the Company any and all of its outstanding 5% Convertible
Subordinated Notes due 2006 (the "Notes"). A copy of the Offer to Purchase,
dated September 21, 1999 (the "Offer to Purchase") is attached hereto as Exhibit
(a)(1). Pursuant to General Instruction B to Schedule 13E-4, certain information
contained in the Offer to Purchase is hereby incorporated by reference in answer
to items of this Statement.
ITEM 1. SECURITY AND ISSUER
(a) The Company is the issuer of the Notes subject to the Tender Offer. The
Company's principal executive offices are located at 6340 N.W. 5th Way, Fort
Lauderdale, Florida 33309. Reference is made to the information set forth in the
Offer to Purchase under the caption "The Company," which information is
incorporated herein by reference.
(b) The Company is offering to purchase any and all of the $90.0 million
aggregate principal amount of the Notes outstanding as of September 20, 1999,
for a cash purchase price of $750 per $1,000 principal amount of the Notes, plus
accrued and unpaid interest from October 1, 1999 up to, but not including, the
date of payment. Reference is made to the information set forth on the cover
page of the Offer to Purchase and in the Offer to Purchase under the captions
"The Notes" and "The Tender Offer," which information is incorporated herein by
reference. To the best knowledge of the Company, no Notes are being purchased
from any officer, director or affiliate of the Company.
(c) The Notes are currently traded over-the-counter. Reference is made to
the information set forth in the Offer to Purchase under the caption "Market and
Trading Information," which information is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The Company expects to use existing cash balances and cash generated by
the sale of short-term investments and other cash-equivalents, not to exceed in
the aggregate the sum of $67.5 million plus the amount of accrued and unpaid
interest from October 1, 1999 up to, but not including, the date of payment, on
the aggregate principal amount of Notes actually purchased, to purchase any and
all Notes tendered upon consummation of the Tender Offer. Reference is made to
the information set forth in the Offer to Purchase under the captions "Purpose
of the Tender Offer" and "The Tender Offer," which information is incorporated
herein by reference.
(b) The Company does not intend to borrow, directly or indirectly, any of
the funds to be used for the purpose of the Tender Offer.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE
The purpose of the Tender Offer is to enable the Company to eliminate or
reduce the debt evidenced by the Notes at a substantial discount. All of the
Notes purchased by the Company upon the consummation of the Tender Offer will be
retired by the Company. Assuming all of the outstanding Notes are tendered to
and purchased by the Company pursuant to the Tender Offer, upon such retirement,
the Company's total indebtedness will be reduced from approximately $90.2
million to $0.2 million. Reference is made to the information set forth in the
Offer to Purchase under the captions "Purpose of the Tender Offer," "The Tender
Offer" and "Capitalization," which information is incorporated herein by
reference.
2
<PAGE> 3
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER
In August 1999, the Company repurchased $60.0 million in principal amount
of Notes in unsolicited open market transactions from persons who were not
affiliates of the Company. The following table sets forth the date of each
transaction, the amount of securities purchased per transaction and the price
per security:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRICE PER $1,000
DATE OF PURCHASE OF NOTES PURCHASED PRINCIPAL AMOUNT OF NOTES
- ---------------- ------------------ -------------------------
<S> <C> <C>
08/03/99....................................... $ 500,000 $ 600.00
08/03/99....................................... 5,000,000 607.50
08/03/99....................................... 2,500,000 632.50
08/04/99....................................... 2,500,000 612.50
08/04/99....................................... 2,500,000 610.00
08/04/99....................................... 5,000,000 620.00
08/05/99....................................... 2,500,000 605.00
08/05/99....................................... 2,500,000 608.80
08/06/99....................................... 2,500,000 605.00
08/09/99....................................... 2,500,000 605.00
08/10/99....................................... 5,000,000 585.00
08/10/99....................................... 5,000,000 600.00
08/11/99....................................... 5,000,000 585.00
08/12/99....................................... 5,000,000 580.00
08/17/99....................................... 5,000,000 605.00
08/18/99....................................... 5,000,000 615.00
08/25/99....................................... 2,000,000 710.00
</TABLE>
Reference is made to the information set forth in the Offer to Purchase
under the caption "Market and Trading Information," which information is
incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES
Not applicable.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The Company has engaged BancBoston Robertson Stephens Inc. to serve as
Dealer Manager, State Street Bank and Trust Company to act as Depositary and
Morrow & Co., Inc. to act as Information Agent with respect to the Tender Offer.
Reference is made to the information set forth in the Offer to Purchase under
the caption "Fees and Expenses," which information is incorporated herein by
reference.
ITEM 7. FINANCIAL INFORMATION
(a) Reference is made to the financial statements included in "Item 8.
Financial Statements and Supplementary Data" in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998 and "Item 1. Financial
Statements" in the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999, which documents are enumerated in the
Offer to Purchase under the caption "Incorporation of Certain Information by
Reference," all of which information is incorporated herein by reference.
(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION
(a) Not applicable.
3
<PAGE> 4
(b) There are no applicable regulatory requirements which must be complied
with or approvals which must be obtained in connection with the Tender Offer
other than compliance with the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder including, without limitation,
Rule 13e-4 promulgated thereunder, and the requirements of state securities or
"blue sky" laws.
(c) Not applicable.
(d) Not applicable.
(e) Reference is made to the exhibits hereto, including the Offer to
Purchase, which are incorporated in their entirety by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Offer to Purchase, dated September 21, 1999.
(a)(2) Form of the Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Holders of 5% Convertible Subordinated Notes due
2006.
(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) Form of Letter to Clients.
(a)(7) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(8) Press Release issued by the Company on September 21, 1999.
(b) None
(c) None
(d) None
(e) None
(f) None
4
<PAGE> 5
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: September 21, 1999
SPORTSLINE USA, INC.
By: /s/ MICHAEL LEVY
------------------------------------
Name: Michael Levy
Title: President and Chief Executive
Officer
5
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S> <C>
(a)(1) -- Offer to Purchase dated September 21, 1999
(a)(2) -- Form of Letter of Transmittal
(a)(3) -- Notice of Guaranteed Delivery
(a)(4) -- Form of Letter to Holders of 5% Convertible Subordinated
Notes due 2006.
(a)(5) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) -- Form of Letter to Clients.
(a)(7) -- Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(8) -- Press Release issued by the Company on September 21, 1999.
</TABLE>
6
<PAGE> 1
Sportsline Logo
Offer to Purchase for Cash
Any and All Outstanding
5% Convertible Subordinated Notes due 2006
(CUSIP 848934 AA3, 848934 AB 1 and 848934 AC9)
At $750 per $1,000 Principal Amount Plus Accrued and Unpaid Interest
---------------------
THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
OCTOBER 19, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). HOLDERS OF NOTES MUST
TENDER THEIR NOTES ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE
TENDER OFFER CONSIDERATION (AS DEFINED). TENDERED NOTES MAY BE WITHDRAWN AT ANY
TIME ON OR PRIOR TO THE EXPIRATION DATE.
---------------------
SportsLine USA, Inc, a Delaware corporation (the "Company" or
"SportsLine"), upon the terms and subject to the conditions set forth in this
Offer to Purchase (the "Offer to Purchase") and in the accompanying Letter of
Transmittal (the "Letter of Transmittal" which, together with the Offer to
Purchase, constitute the "Tender Offer"), hereby offers to purchase any and all
of its 5% Convertible Subordinated Notes due 2006 (each, a "Note" and
collectively, the "Notes") for a cash purchase price of $750 per $1,000
principal amount of Notes, plus accrued and unpaid interest from October 1, 1999
up to, but not including, the date of payment (the "Tender Offer
Consideration"). Each $1,000 principal amount of Notes is presently convertible
into 15.355 shares of the Company's common stock (the "Common Stock"),
equivalent to a conversion price of approximately $65.125 per share. The Common
Stock is quoted on the Nasdaq National Market under the symbol "SPLN." On
September 20, 1999, the last reported sale price of the Common Stock was $25.38.
---------------------
SEE "CERTAIN CONSIDERATIONS RELATING TO THE TENDER OFFER" AND "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" FOR DISCUSSIONS OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY INVESTORS IN EVALUATING THE TENDER OFFER.
---------------------
The Company's obligation to accept for purchase and to pay for Notes
validly tendered pursuant to the Tender Offer is conditioned upon satisfaction
of the General Conditions (as defined). Upon the terms and subject to the
conditions of the Tender Offer, the Company will accept for exchange all Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on
October 19, 1999, or if extended by the Company, it its sole discretion, the
latest date and time to which extended (the "Expiration Date"). The Tender Offer
will expire on the Expiration Date. Tenders of Notes may be withdrawn at any
time prior to the Expiration Date and, unless accepted for exchange by the
Company, may be withdrawn at any time after 40 business days after the date of
this Offer to Purchase.
Any questions with respect to the Tender Offer may be directed to
BancBoston Robertson Stephens Inc., which is acting as dealer manager for the
Tender Offer (the "Dealer Manager") at the address and telephone number set
forth on the back cover of this Offer to Purchase. Questions, requests for
assistance and requests for copies of the Tender Offer materials should be
directed to Morrow & Co., Inc., which is acting as information agent for the
Tender Offer (the "Information Agent"), at the address and telephone number set
forth on the back cover of this Offer to Purchase, or to a beneficial owner's
broker, dealer, commercial bank or trust company. None of the Company, the
Dealer Manager, the Information Agent, the Trustee (as defined) or the
Depositary (as defined) makes any recommendation as to whether or not Holders
should tender any or all of their Notes. Holders must make their own decision as
to whether to tender Notes pursuant to the Tender Offer and, if so, the
principal amount of Notes to tender.
---------------------
The Dealer Manager for the Tender Offer is:
BANCBOSTON ROBERTSON STEPHENS
---------------------
September 21, 1999
<PAGE> 2
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER THE HOLDER SHOULD TENDER NOTES PURSUANT TO THE TENDER
OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION THEREWITH, OTHER THAN THOSE CONTAINED HEREIN OR IN
THE ACCOMPANYING LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION OR ANY SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Important Information....................................... 3
Available Information....................................... 4
Incorporation of Certain Information by Reference........... 4
Forward-Looking Statements.................................. 5
The Company................................................. 5
Purpose of the Tender Offer................................. 5
Summary of the Tender Offer................................. 7
Certain Considerations Relating to the Tender Offer......... 9
The Notes................................................... 10
Market and Trading Information.............................. 11
Capitalization.............................................. 12
The Tender Offer............................................ 13
Principal Terms of the Tender Offer....................... 13
Expiration Date; Extension; Termination; Amendments....... 13
Acceptance of Notes for Purchase; Payment for Notes;...... 13
Procedures For Tendering Notes............................ 14
Conditions of the Tender Offer............................ 17
Backup Federal Income Tax Withholding..................... 18
Withdrawal of Tenders..................................... 18
Dealer Manager............................................ 19
Depositary................................................ 19
Information Agent......................................... 19
Miscellaneous............................................. 19
Fees and Expenses........................................... 19
Dealer Manager............................................ 19
Depositary and Information Agent.......................... 19
Broker Dealers............................................ 19
Transfer Fees............................................. 19
Certain Federal Income Tax Consequences..................... 21
</TABLE>
Subject to applicable securities laws and the terms set forth in the Offer
to Purchase, the Company reserves the right (i) to terminate the Tender Offer,
(ii) to waive any and all unsatisfied conditions to the Tender Offer, (iii) to
extend the expiration date of the Tender Offer, subject to all withdrawal rights
of Holders, or (iv) to otherwise amend the Tender Offer in any respect. Any such
waiver, extension or amendment may be made by press release or such other means
of announcement as the Company deems appropriate subject to compliance with
applicable laws. Any amendment applicable to the Tender Offer will apply to all
Notes tendered pursuant to the Tender Offer. The minimum period during which the
Tender Offer must remain open following a material change in the terms of the
Tender Offer or a waiver by the Company of a material condition of the Tender
Offer, other than a change in the principal amount of Notes being sought or in
the consideration offered, will depend upon the facts and circumstances,
including the relative materiality of the change or waiver.
2
<PAGE> 3
IMPORTANT INFORMATION
THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
TENDER OFFER.
In order to validly tender Notes in the Tender Offer, a holder of Notes
(each, a "Holder" and collectively, the "Holders") should, on or prior to the
Expiration Date, deliver to State Street Bank and Trust Company (the
"Depositary") at the address set forth on the back cover of this Offer to
Purchase (i) in the case of the Holder who holds physical certificates
evidencing Notes, a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile of) and any other documents required by the
instructions to such Letter of Transmittal, together with the Notes or (ii) in
the case of a Holder who holds Notes in book-entry form, by requesting such
Holder's broker dealer, commercial bank, trust company or other nominee to
effect the tender offer for such Holder's Notes pursuant to the procedures for
book-entry delivery set forth in this Offer to Purchase. IF A HOLDER DOES NOT
DELIVER SUCH DOCUMENTS ON OR PRIOR TO THE EXPIRATION DATE, THE HOLDER WILL NOT
BE ELIGIBLE TO RECEIVE THE TENDER OFFER CONSIDERATION.
Any beneficial owner whose Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
Notes should contact promptly such broker, dealer, commercial bank, trust
company or other nominee. A beneficial owner of Notes that are held of record by
a custodian bank, depositary, broker, trust company or other nominee must
instruct such entity to tender the Notes on the beneficial owner's behalf. An
Instruction Form is included in the Tender Offer materials provided along with
this Offer to Purchase, which may be used by a beneficial owner to give such
instructions to its nominee. See "The Tender Offer -- Procedures for Tendering
Notes -- Proper Tender of Notes" and the Letter of Transmittal.
The Depositary and the Depository Trust Company ("DTC") have confirmed that
the Tender Offer is eligible for the DTC Automated Tender Offer Program
("ATOP"). Accordingly, DTC participants may electronically transmit their
acceptance of the Tender Offer by causing DTC to transfer Notes to the
Depositary in accordance with DTC's ATOP procedures for transfer. DTC will then
send an Agent's Message to the Depositary for its acceptance. The Depositary
will establish an account with respect to the Notes at DTC for purposes of the
Tender Offer, and any financial institution that is a participant in DTC's
system may make book-entry delivery of the Notes by causing DTC to transfer such
Notes into the Depositary's account at DTC in accordance with DTC's procedure
for such transfer. With respect to tenders of Notes effected through book-entry
transfer at DTC, an Agent's Message in connection with a book-entry transfer, in
lieu of a completed and duly executed Letter of Transmittal, must be transmitted
to and received by the Depositary on or prior to the Expiration Date or the
Holder must comply with the guaranteed delivery procedures described herein. See
"The Tender Offer -- Procedures for Tendering Notes."
THE METHOD OF DELIVERY OF NOTES AND LETTERS OF TRANSMITTAL, ANY REQUIRED
SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS FOR NOTES IN PHYSICAL
CERTIFICATED FORM AND DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S
MESSAGE TRANSMITTED THROUGH ATOP FOR NOTES IN BOOK-ENTRY FORM, ARE AT THE
ELECTION AND RISK OF THE PERSON TENDERING NOTES AND, EXCEPT AS OTHERWISE
PROVIDED IN THE LETTER OF TRANSMITTAL, DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, IT IS SUGGESTED
THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE
EXPIRATION DATE TO PERMIT DELIVERY TO THE DEPOSITARY ON OR PRIOR TO SUCH DATE.
Tendering Holders will not be obligated to pay any fees to the Dealer
Manager, the Information Agent or the Depositary.
Any Holder who desires to tender Notes but who cannot comply with the
procedures set forth herein for tender on a timely basis or whose certificates
for Notes are not immediately available may tender such Notes by following the
procedures for guaranteed delivery set forth under "Tender Offer -- Procedures
for Tendering Notes -- Guaranteed Delivery."
3
<PAGE> 4
The Letter of Transmittal and the Notes should be sent only to the
Depositary and should not be sent to the Company, the Information Agent or the
Dealer Manager.
The Tender Offer is not subject to Section 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or Regulation 14D promulgated
thereunder.
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER TO ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER WOULD BE UNLAWFUL, AND THE TENDER OFFER IS NOT
MADE TO, AND TENDERS WILL NOT BE ACCEPTED FROM, HOLDERS OF NOTES IN STATES IN
WHICH THE TENDER OFFER OR ACCEPTANCE THEREOF WOULD CONSTITUTE A VIOLATION OF THE
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION. IN ACCORDANCE WITH VARIOUS
STATE SECURITIES LAWS APPLICABLE TO THE TENDER OFFER WHICH REQUIRE THE TENDER
OFFER TO BE MADE TO THE PUBLIC BY A LICENSED BROKER OR DEALER, THE TENDER OFFER
IS HEREBY MADE TO THE HOLDERS OF NOTES RESIDING IN EACH SUCH STATE BY THE DEALER
MANAGER ON BEHALF OF THE COMPANY.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and information
statements and other information with the Securities and Exchange Commission
(the "Commission"). The Company has also filed with the Commission an Issuer
Tender Offer Statement on Schedule 13E-4 (the "Tender Offer Statement") under
the Exchange Act, which includes certain of the information contained in this
Offer to Purchase and certain other information relating to the Tender Offer.
Such reports, proxy and information statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at Seven World
Trade Center, Suite 1300, New York, New York 10048 and at the Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Reports,
proxy statements and information statements and other information filed
electronically by the Company with the Commission are available at the
Commission's worldwide web site at http://www.sec.gov. The Company's Common
Stock is traded on the Nasdaq National Market. Reports, proxy statements and
other information concerning the Company may also be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006.
This Offer to Purchase constitutes part of an Issuer Tender Offer Statement
on Schedule 13E-4 (the "Schedule 13E-4") filed with the Commission by the
Company pursuant to Section 13(e) of the Exchange Act and the rules and
regulations promulgated thereunder. The Schedule 13E-4 and all exhibits thereto
are incorporated by reference in this Offer to Purchase.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents of the Company have been filed with the Commission
(File No. 0-23337) and are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1998; (ii) the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999; (iii) the Company's Current Reports on Form 8-K filed with
the Commission on February 25, 1999 and March 19, 1999; and (iv) the Company's
Proxy Statement dated May 14, 1999. All documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the Expiration Date shall be deemed to be incorporated by reference
into this Offer to Purchase and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Offer to Purchase to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Offer to
Purchase.
4
<PAGE> 5
The Company will provide without charge to each person, including any
beneficial owner to whom this Offer to Purchase has been delivered, upon written
or oral request of such person, a copy of any and all of the documents referred
to above that have been or may be incorporated by reference herein other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference herein). Requests for such copies should be made to the attention
of Director of Investor Relations, at the principal executive offices of the
Company, 6340 N.W. 5th Way, Fort Lauderdale, Florida 33309.
FORWARD-LOOKING STATEMENTS
Certain statements contained in, or incorporated by reference into, this
Offer to Purchase may be considered forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Exchange Act. These forward-looking
statements are based largely on the Company's expectations and are subject to a
number of risks and uncertainties, many of which are beyond the Company's
control. Actual results could differ materially from these forward-looking
statements as a result of certain factors, including but not limited to those
described in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 under the caption "Risk Factors that May Affect Future
Results" in "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations," which information is incorporated herein by
reference.
THE COMPANY
SportsLine is a leading Internet-based sports media company that provides
branded, interactive information and programming as well as merchandise to
sports enthusiasts worldwide. cbs.sportsline.com, the Company's flagship site on
the World Wide Web, delivers real-time, in-depth and compelling sports content
and programming that capitalizes on the Web's unique graphical and interactive
capabilities. The Company's other Web sites include those devoted to: (i) sports
superstars such as Joe Namath, Michael Jordan (jordan.sportsline.com), Tiger
Woods (tigerwoods.com), Shaquille O'Neal (shaq.com) and Cal Ripken, Jr.
(2131.com); (ii) specific sports such as baseball (majorleaguebaseball.com),
golf (golfweb.com and pgatour.com) and cricket (cricinfo.org);
(iii)international sports coverage (sportsline.com/u/worldwide); and (iv)
electronic odds and analysis on major sports events (vegasinsider.com). The
Company's objective is to become the leading Internet-based sports media company
and to create a global sports brand. Accordingly, the Company focuses
exclusively on sports and distinguishes itself from other content providers by
offering innovative, timely and comprehensive sports content.
The Company distributes a broad range of up-to-date news, scores, player
and team statistics and standings, photos and audio and video clips obtained
from CBS and other leading sports news organizations as well as the Company's
superstar athletes; broadcasts web-based real-time animated re-creations of
major sporting events; distributes instant odds and picks from well-known
handicappers; produces and distributes entertaining, interactive and original
programming such as editorials and analyses from our in-house staff and
freelance journalists; produces and offers contests, games, fantasy league
products and fan clubs; and sells sports-related merchandise and memorabilia.
The Company also owns and operates a state-of-the-art radio studio from which it
produces all-sports radio programming which is broadcast over the Internet and
on traditional radio stations.
The Company was incorporated in Delaware in February 1994. The Company's
principal executive offices are located at 6340 N.W. 5th Way, Fort Lauderdale,
Florida 33309, and its telephone number is (954) 351-2120.
PURPOSE OF THE TENDER OFFER
The purpose of the Tender Offer is to enable the Company to eliminate or
reduce the debt evidenced by the Notes at a substantial discount. All of the
Notes purchased by the Company upon the consummation of the Tender Offer will be
retired by the Company. Assuming all of the outstanding Notes are tendered to
and purchased by the Company pursuant to the Tender Offer, upon such retirement,
the Company's total
5
<PAGE> 6
indebtedness will be reduced from approximately $90.2 million to $0.2. In August
1999, the Company repurchased $60.0 million in principal amounts of Notes. These
repurchases occurred in unsolicited open market transactions with persons who
were not affiliates of the Company for an aggregate purchase price of
approximately $36.4 million.
The Tender Offer also gives Holders who are considering the sale of all or
some of their Notes the opportunity to sell their Notes for a higher price than
may have been available in the open market immediately prior to the announcement
of the Tender Offer and without the usual transaction costs associated with
market sales. There may be adverse consequences to holder of Notes who do not
tender them in the Tender Offer. See "Certain Considerations Relating to the
Tender Offer."
Under the terms of the Tender Offer, Notes acquired by the Company will be
purchased by the Company at a substantial discount to their stated principal
amount. Accordingly, if the Company acquires all $90.0 million principal amount
of the Notes currently outstanding, the Company will recognize an extraordinary
gain, after giving effect to unamortized debt issuance costs and transaction
costs, of approximately $18.7 million in addition to the extraordinary gain of
approximately $22.5 million the Company recognized on the repurchases of $60.0
million principal amount Notes in August 1999. Such extraordinary gain
represents the excess of the stated principal amount of the Notes over their
respective purchase prices. As of June 30, 1999, the Company had, for income tax
purposes, an accumulated net operating loss carryforward of approximately $108.0
million. If the Company has taxable income before applying net operating losses,
the Company may have a current regular tax liability due to the limitation on
the use of the net operating losses under the change of ownership rules. The
Company could also be subject to the alternative minimum tax due to the
limitation on the use of the net operating losses. Transaction costs with
respect to the Tender Offer, including fees to be paid to the Dealer Manager,
are expected to be approximately $1.1 million, and the Company expects to use
cash on hand and cash generated by the sale of short-term investments or other
cash-equivalents to purchase the Notes in the Tender Offer and to pay such
expenses. Any Notes purchased pursuant to the Tender Offer will be retired by
the Company.
6
<PAGE> 7
SUMMARY OF THE TENDER OFFER
Securities Sought.......... 5% Convertible Subordinated Notes due 2006. The
Notes were issued pursuant to the terms of an
Indenture dated as of March 15, 1999, between State
Street Bank and Trust Company, as trustee (the
"Trustee"), and the Company (the "Indenture").
Cusip Numbers.............. 848934 AC 9 (denotes Notes that have been sold
pursuant to a registration statement under the
Securities Act), 848934 AA 3 (denotes Notes
originally issued pursuant to Rule 144A) and 848934
AB 1 (denotes Notes originally issued to an
accredited investor).
Aggregate Principal Amount
Outstanding.............. $90.0 million outstanding at September 20, 1999.
Expiration Date............ The Tender Offer will expire at 5:00 p.m., New York
City time, on Tuesday, October 19, 1999 (unless
extended by the Company in its sole discretion or
earlier terminated).
Tender Offer
Consideration............ The Company is offering, upon the terms and subject
to the conditions set forth in this Offer to
Purchase and the accompanying Letter of
Transmittal, to purchase any and all outstanding
Notes for a cash purchase price of $750 per $1,000
principal amount, plus accrued and unpaid interest
from October 1, 1999 up to, but not including, the
date of payment.
Acceptance Of Notes For
Purchase; Payment For
Notes.................... Promptly after the Expiration Date, the Company
will, subject to the satisfaction or waiver of all
relevant conditions, accept for purchase, and pay
for, Notes validly tendered and not withdrawn under
the Tender Offer on or prior to the Expiration
Date.
Withdrawal Of Tenders...... Tenders of Notes may be withdrawn on or prior to
the Expiration Date. In order to be effective,
withdrawals of Notes must comply with the
respective procedures therefor described under "The
Tender Offer -- Withdrawal of Tenders." Tenders of
any Notes may also be withdrawn if the Tender Offer
is terminated without any such Notes being
purchased thereunder or as otherwise provided
herein. In the event of any termination of the
Tender Offer, the Notes tendered pursuant to the
Tender Offer will be returned promptly to the
tendering Holder.
Conditions................. The Tender Offer is being made in connection with,
and the Company's obligation to accept for
purchase, and to pay for, Notes validly tendered
pursuant to the Tender Offer is conditioned upon
satisfaction of the General Conditions described
under "The Tender Offer -- Conditions of the Tender
Offer."
Amendment; Waiver.......... If the Company makes a material change in the terms
of the Tender Offer or waives a material condition
of the Tender Offer, the minimum period during
which the Tender Offer must remain open following
such material change, other than a change in the
principal amount of Notes being sought or the
consideration being offered, will depend on the
facts and circumstances, including the relative
materiality of the change or waiver. Any amendment
to the Tender Offer or extension of the Expiration
Date may be disseminated by press release in
addition to any other means the Company deems
appropriate. Any amendment applica-
7
<PAGE> 8
ble to the Tender Offer will apply to all Notes
tendered pursuant to the Tender Offer. See "The
Tender Offer -- Expiration Date; Extension;
Termination; Amendments."
How To Tender.............. In order to validly tender Notes in the Tender
Offer, a Holder should, on or prior to the
Expiration Date, (i) in the case of Notes held in
certificate form, deliver to the Depositary at the
address set forth on the back cover of this Offer
to Purchase a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile
thereof), and any other documents required by the
instructions in the Letter of Transmittal, together
with such Notes or (ii) in the case of Notes held
in book-entry form, transfer such Notes pursuant to
the procedures for book-entry transfer described
herein and a confirmation of such book-entry
transfer, including an Agent's Message, being
received by the Depositary, in either case on or
prior to the Expiration Date.
Guaranteed Delivery........ A Holder who desires to tender Notes and who cannot
comply with the procedures set forth herein on a
timely basis or whose Notes are not immediately
available may tender such Notes by following the
procedures for guaranteed delivery set forth
herein. See "The Tender Offer -- Procedures for
Tendering Notes -- Guaranteed Delivery" and the
Letter of Transmittal.
Special Procedures For
Beneficial Owners........ Any beneficial owner whose Notes are registered in
the name of a broker, dealer, commercial bank,
trust company or other nominee and who wishes to
tender Notes should contact promptly such
registered Holder. A beneficial owner of Notes that
are held of record by a custodian bank, depositary,
broker, trust company or other nominee must
instruct such entity to tender the Notes on the
beneficial owner's behalf. An Instruction Form is
included in the Tender Offer materials provided
along with this Offer to Purchase, which may be
used by a beneficial owner to give such
instructions to its nominee. See "The Tender
Offer -- Procedures for Tendering Notes -- Proper
Tender of Notes" and the Letter of Transmittal.
Certain Consequences Of Not
Tendering................ The trading market for Notes not tendered in
response to the Tender Offer is likely to be very
limited, due to the reduction in the amount of
Notes outstanding. In addition, there can be no
assurance that the Company will have sufficient
cash available upon the maturity of the Notes to
repay the principal and accrued interest of the
Notes outstanding on such date. See "Certain
Considerations Relating to the Tender
Offer -- Diminished Market and Trading of the
Notes" and "Market and Trading Information."
Brokerage Commission....... No brokerage commissions are payable by Holders to
the Dealer Manager, the Information Agent, the
Company or the Depositary.
Dealer Manager............. The Company has retained BancBoston Robertson
Stephens Inc. to act as the Dealer Manager in
connection with the Tender Offer. In its capacity
as the Dealer Manager, BancBoston Robertson
Stephens Inc. may contact Holders regarding the
Tender Offer and may request brokers, dealers and
other nominees to forward this Offer to Purchase
and related materials to beneficial owners of
Notes.
8
<PAGE> 9
Depositary................. The Depositary for the Tender Offer is State Street
Bank and Trust Company.
Information Agent.......... The Information Agent for the Tender Offer is
Morrow & Co., Inc. Questions, requests for
assistance and requests for additional copies of
the Offer to Purchase or the Letter of Transmittal
and requests for Notices of Guaranteed Delivery
should be directed to the Information Agent.
CERTAIN CONSIDERATIONS RELATING TO THE TENDER OFFER
In deciding whether to participate in the Tender Offer, each Holder should
consider carefully, in addition to the other information contained or
incorporated by reference herein, the information appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 under the
caption "Risk Factors that May Affect Future Results" in "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations," which
information is incorporated herein by reference. Each such Holder should also
consider the following factors when making a decision about whether or not to
tender Notes in the Tender Offer:
Diminished Market and Trading of the Notes. The Notes are currently traded
over-the-counter, and trading in the Notes has been limited. Although the
Company expects Notes that are not tendered may continue to be traded, to the
extent that Notes are tendered and accepted for payment in the Tender Offer, the
trading market for Notes that remain outstanding will be very limited, which may
adversely affect the liquidity of the Notes. An issue of securities with a
smaller float may trade at lower prices than would a comparable issue of
securities with a greater float. Accordingly, the market price for Notes that
are not tendered in the Tender Offer may be adversely affected to the extent
that the amount of the Notes purchased pursuant to the Tender Offer reduces the
float. The reduced float may also have the effect of causing the trading prices
of the Notes that are not tendered or purchased to be more volatile. As a
result, there can be no assurance that there will be an active trading market
for the Notes after consummation of the Tender Offer.
History of Losses; Repayment of Notes Uncertain. The Company has
experienced significant operating losses in each period since inception and, as
of June 30, 1999, had an accumulated deficit of $114.9 million. Accordingly,
there can be no assurance that the Company will achieve profitability at a level
sufficient to assure repayment of Notes that remain outstanding following the
Tender Offer. In addition, the Indenture imposes no significant restrictions on
the Company's ability to spend its available cash or other resources, including
long-term investments in product lines or other businesses that may not produce
returns on the Company's investment over the near term. The Indenture also
imposes no restrictions on the Company's ability to incur Senior Indebtedness to
which the Notes will be subordinate. The incurrence by the Company of any such
Senior Indebtedness may have the result of making repayment of the Notes upon
maturity less probable. Accordingly, there can be no assurance that the Company
will have sufficient cash on hand or available from the liquidation of other
assets, or that other sources of funding will be available, to pay interest on
the Notes prior to maturity, or principal and accrued interest on the Notes at
maturity.
9
<PAGE> 10
THE NOTES
The following summary of certain terms of the Notes does not purport to be
complete and is qualified in its entirety by reference to the Indenture.
The Notes.................. $90.0 million outstanding aggregate principal
amount of 5% Convertible Subordinated Notes due
2006.
Interest................... Interest on the Notes is payable semi-annually on
April 1 and October 1 of each year.
Maturity................... April 1, 2006.
Conversion................. Convertible at the holder's option into Common
Stock at any time through the close of business on
the final maturity date of the Notes, unless
previously redeemed or repurchased, at an initial
conversion rate of 15.355 shares of Common Stock
per $1,000 principal amount of Notes (equivalent to
a conversion price of approximately $65.125 per
share).
Optional Redemption........ The Notes are not redeemable at the option of the
Company prior to April 2, 2002. Thereafter, the
Notes are redeemable on at least 30 days' notice at
the option of the Company, in whole or in part at
any time at the redemption prices set forth in the
Indenture.
Repurchase at Option of
Holders Upon a Repurchase
Event.................... In the event that a Repurchase Event (as defined in
the Indenture) occurs, each holder of Notes may
require the Company to repurchase all or a portion
of such Notes for cash or, at the Company's option,
Common Stock (valued at 95% of the average of the
closing prices for the five trading days
immediately preceding and including the third
trading day prior to the repurchase date) at a
repurchase price of 100% of the principal amount of
the Notes to be repurchased, plus accrued and
unpaid interest to the repurchase date.
Ranking.................... The Notes are subordinate to all existing and
future Senior Indebtedness (as defined in the
Indenture) of the Company and effectively
subordinated to all liabilities, including trade
payables, of the Company's subsidiaries. As of June
30, 1999, the Company had no material indebtedness
outstanding that would have constituted Senior
Indebtedness. The Indenture contains no limitations
on the incurrence of additional Senior Indebtedness
or other indebtedness by the Company or any
subsidiary.
10
<PAGE> 11
MARKET AND TRADING INFORMATION
The Notes are currently traded over-the-counter basis. There is no
established reporting system for trading in the Notes. Therefore, the Company is
unable to determine the trading history of the Notes. However, the Company
believes that trading in the Notes has been limited and sporadic. Although the
Company expects any untendered Notes may continue to be traded after the
consummation of the Tender Offer, to the extent that the Notes are traded, the
prices of Notes may fluctuate greatly depending on the trading volume and the
balance between buy and sell orders. The Company believes that the trading
market for the Notes that remain outstanding after the Tender Offer will be very
limited. See "Certain Considerations Relating to the Tender Offer -- Diminished
Market and Trading of the Notes."
In August 1999, the Company repurchased $60.0 million in principal amount
of Notes. These repurchases occurred in unsolicited open market transactions
with persons who were not affiliates of the Company for an aggregate purchase
price of approximately $36.4 million.
The Common Stock is currently traded on the Nasdaq National Market. On
September 20, 1999, the last reported sale price of the Common Stock on the
Nasdaq National Market was $25.38 per share.
The following table sets forth certain information relating to the trading
history of the Common Stock on the Nasdaq National Market during the period from
March 24, 1999 (the original issue date of the Notes) through September 20,
1999.
<TABLE>
<CAPTION>
CLOSING SALE PRICE
-------------------
HIGH LOW
-------- --------
<S> <C> <C>
Year ended December 31, 1999:
First Quarter (Beginning March 24, 1999).................. $47.38 $43.88
Second Quarter............................................ 54.75 30.69
Third Quarter (through September 20, 1999)................ 40.75 17.00
</TABLE>
The Company and its affiliates, including its executive officers and
directors, will be prohibited under applicable Federal securities laws from
repurchasing additional Notes outside of the Tender Offer until at least the
tenth business day after the Expiration Date. Following such time, if any Notes
remain outstanding after the completion of the Tender Offer, the Company may
purchase additional Notes in the open market, in private transactions, through a
subsequent tender offer, or otherwise, any of which may be consummated at
purchase prices higher or lower than that offered in the Tender Offer. The
decision to repurchase additional Notes, if any, will depend upon many factors,
including the market price of the Notes, the results of the Tender Offer, the
Company's business and financial position and general economic and market
conditions. Any such repurchase may be on the same terms or on terms more or
less favorable to Holders than the terms of the Tender Offer.
11
<PAGE> 12
CAPITALIZATION
The following table sets forth the unaudited capitalization of the Company
as of June 30, 1999, and as adjusted to give effect to the Tender Offer,
assuming the all of the Notes are accepted for tender by the Company in the
Tender Offer, and includes the repurchases in August 1999 of $60.0 million
aggregate principal amount of Notes for an aggregate consideration of
approximately $36.4 million.
<TABLE>
<CAPTION>
JUNE 30, 1999
--------------------------
ACTUAL AS ADJUSTED(1)
--------- --------------
(IN THOUSANDS)
<S> <C> <C>
Cash, cash equivalents and short-term investments........... $ 148,037 $ 39,369
Noncurrent Marketable Securities............................ 78,355 78,355
5% Convertible Subordinated Notes due 2006.................. 150,000 --
Other long-term obligations, net of current maturities...... 196 196
Stockholders' equity:
Preferred Stock, $.01 par value; 1,000,000 shares
authorized; no shares issued and outstanding actual and
as adjusted............................................ -- --
Common Stock, $0.01 par value; 200,000,000 shares
authorized; 22,748,228 shares issued and outstanding
actual and as adjusted................................. 227 227
Additional paid-in capital................................ 280,621 280,621
Accumulated deficit....................................... (114,895) (73,676)(2)
--------- --------
Total stockholders' equity........................ 165,953 207,172
--------- --------
Total capitalization.............................. $ 316,149 $207,368
========= ========
</TABLE>
- ---------------
(1) Gives effect to the $60.0 million of Notes repurchased by the Company in
August 1999 and assumes all the remaining $90.0 million of Notes are
accepted for tender by the Company in the Tender Offer.
(2) Includes an extraordinary gain of $41.2 million resulting from the
repurchase of $150.0 million aggregate principal amount of Notes for $108.67
million in cash, the incurrence of $1.1 million in transaction costs and a
charge for the write-off of unamortized financing fees of $4.47 million
relating to the repurchased Notes.
12
<PAGE> 13
THE TENDER OFFER
PRINCIPAL TERMS OF THE TENDER OFFER
Upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the accompanying Letter of Transmittal, the Company is offering
to purchase any and all outstanding Notes for a cash purchase price of $750 per
$1,000 principal amount plus accrued and unpaid interest from October 1, 1999 up
to, but not including, the date of payment (the "Payment Date").
EXPIRATION DATE; EXTENSION; TERMINATION; AMENDMENTS
The Tender Offer will expire on the Expiration Date. The Company expressly
reserves the right to extend the Tender Offer on a daily basis or for such
period or periods as it may determine in its sole discretion from time to time
by giving written or oral notice to the Depositary and by making a public
disclosure prior to 9:00 a.m., New York City time, on the next business day
following the previously scheduled Expiration Date. During any extension of the
Tender Offer, all Notes previously tendered and not accepted for purchase will
remain subject to the Tender Offer and may, subject to the terms and conditions
of the Tender Offer, be accepted for purchase by the Company.
The Company expressly reserves the absolute right, in its sole discretion,
to (i) waive any condition to the Tender Offer, (ii) amend any terms of the
Tender Offer, subject to the Holders' withdrawal rights, or (iii) modify the
Tender Offer. Any waiver or amendment applicable to the Tender Offer will apply
to all Notes tendered regardless of when or in what order such Notes were
tendered. If the Company makes a material change in the terms of the Tender
Offer or if it waives a material condition of the Tender Offer, the Company will
extend the Tender Offer. The minimum period for which the Tender Offer will be
extended following a material change or waiver, other than a change in the
amount of the Notes being sought for tender or in the consideration offered,
will depend upon the facts and circumstances, including the relative materiality
of the change or waiver. With respect to a change in the amount of the Notes
being sought or in the consideration offered, the Tender Offer will be extended
for a minimum of ten business days following public announcement of such change.
If the Company amends the terms of the Tender Offer, such amendment will apply
to all Notes tendered pursuant thereto regardless of when or in what order such
Notes were tendered.
The Company expressly reserves the right, in its sole discretion, to
terminate the Tender Offer if any of the conditions applicable thereto set forth
under "-- Conditions of the Tender Offer" exist and has not been waived by the
Company. Any such termination will be followed promptly by public announcement
thereof. In the event the Company terminates the Tender Offer, it will give
immediate notice thereof to the Depositary, and all Notes theretofore tendered
pursuant to the Tender Offer will be returned promptly to the tendering Holders
thereof. See "-- Withdrawal of Tenders" and "-- Conditions of the Tender Offer."
Any extension, waiver of a condition, delay, termination or amendment of
the Tender Offer will be disseminated by such means that the Company deems
appropriate, which may include dissemination by press release. Any such
dissemination, if not in the form of a press release, will be followed as
promptly as practicable by a press release or other public announcement thereof,
such announcement in the case of an extension to be issued no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. Without limiting the manner by which the Company may
choose to make such announcement, the Company will not, unless otherwise
required by law, have any obligation to publish, advertise or otherwise
communicate any such announcement.
ACCEPTANCE OF NOTES FOR PURCHASE; PAYMENT FOR NOTES
Upon the terms and subject to the conditions of the Tender Offer, promptly
after the Expiration Date, the Company will, subject to the satisfaction or
waiver of all relevant conditions, accept for purchase, and pay for, all Notes
validly tendered and not withdrawn under the Tender Offer on or prior to the
Expiration Date.
The Company expressly reserves the right, in its sole discretion, to delay
acceptance for purchase of Notes tendered under the Tender Offer or the payment
for Notes accepted for purchase (subject to
13
<PAGE> 14
Rule 14e-1(c) under the Exchange Act, which requires that the Company pay the
consideration offered or return the Notes deposited by or on behalf of the
Holders promptly after the termination or withdrawal of the Tender Offer), or to
terminate the Tender Offer and not accept for purchase any Notes not theretofore
accepted for purchase, if any of the conditions set forth under "-- Conditions
of the Tender Offer" shall not have been satisfied or waived by the Company or
in order to comply in whole or in part with any applicable law. In all cases,
payment for Notes purchased pursuant to the Tender Offer will be made only after
timely receipt by the Depositary of (i) such Notes, or timely confirmation of a
book-entry transfer (a "Book-Entry Confirmation") of such Notes into the
Depositary's account at DTC pursuant to the procedures set forth below in
"Procedures for Tendering Notes," (ii) a properly completed and duly executed
Letter of Transmittal (or an Agent's Message in lieu thereof) and (iii) all
necessary signature guarantees and any other documents required by the Letter of
Transmittal. See "-- Procedures for Tendering Notes" for a description of the
procedures for tendering Notes pursuant to the Tender Offer.
For purposes of the Tender Offer, the Company will be deemed to have
accepted for payment (and therefore purchased) Notes when and if it gives oral,
to be followed by written, notice to the Depositary of its acceptance of such
Notes for payment pursuant to the Tender Offer. Payment for Notes purchased
pursuant to the Tender Offer will be made by the Company on the Payment Date by
depositing the Tender Offer Consideration therefor with the Depositary, which
will act as agent for tendering Holders for the purpose of receiving Tender
Offer Consideration from the Company and transmitting Tender Offer Consideration
to the tendering Holders.
Tenders with respect to the Notes pursuant to the Tender Offer will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof.
The Company does not expect to increase or decrease the consideration
offered in the Tender Offer, but if the consideration offered in the Tender
Offer is increased, all tendering Holders whose Notes are accepted for payment
pursuant to the Tender Offer will be given the increased consideration
regardless of when or in what order such Notes were tendered.
Under no circumstances will any interest be payable because of any delay in
the transmission of funds to the Holders of purchased Notes. If any tendered
Notes are not accepted for payment for any reason pursuant to the terms and
conditions of the Tender Offer or if certificates are submitted evidencing more
Notes than are tendered, certificates evidencing unpurchased Notes will be
returned, without expense, to the tendering Holder (or, in the case of Notes
tendered by book-entry transfer into the Depositary's account at DTC, the
account maintained at DTC designated by the participant therein who so delivered
such Notes), unless otherwise requested by such Holder under "Special Delivery
Instructions" in the Letter of Transmittal, promptly following the Expiration
Date or the termination of the Tender Offer.
The Company intends to conduct the Tender Offer in accordance with the
applicable requirements of the Exchange Act and the rules and regulations of the
Commission thereunder.
Tendering Holders whose Notes are purchased in the Tender Offer will not be
obligated to pay brokerage commissions or fees or to pay transfer taxes with
respect to the purchase of their Notes unless the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" in the
respective Letter of Transmittal has been completed, as described in the
instructions thereto. The Company will pay all other charges and expenses in
connection with the Tender Offer. See "-- Depositary" and "-- Miscellaneous."
PROCEDURES FOR TENDERING NOTES
Proper Tender of Notes. For Notes to be properly tendered pursuant to the
Tender Offer, (i) such Notes, in physical certificated form, together with a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof), and any other documents required by the Letter of
Transmittal, must be received on or prior to the Expiration Date by the
Depositary at one of the addresses set forth on the back cover of this Offer to
Purchase, or (ii) such Notes, in book-entry form, must be tendered pursuant to
the procedure for book-entry transfer described below under the caption
"Book-Entry Delivery" and a Book-Entry Confirmation, including an Agent's
Message, must be received by the Depositary, in each
14
<PAGE> 15
case on or prior to the Expiration Date, or (iii) the tendering Holder must
comply with the guaranteed delivery procedures described below under the caption
"Guaranteed Delivery." Holders whose Notes are registered in the name of a
nominee are urged to contact such nominee promptly if they wish to accept the
Tender Offer. A beneficial owner of Notes that are held of record by a custodian
bank, depositary, broker, trust company or other nominee must instruct such
entity to tender the Notes on the beneficial owner's behalf. An Instruction Form
is included in the Tender Offer materials provided along with this Offer to
Purchase, which may be used by a beneficial owner to give such instructions to
its nominee. LETTERS OF TRANSMITTAL SHOULD BE SENT ONLY TO THE DEPOSITARY, AND
NOT TO THE COMPANY, THE TRUSTEE, THE INFORMATION AGENT OR THE DEALER MANAGER.
Except as provided below under the captions "Book-Entry Delivery" and
"Guaranteed Delivery," unless the Notes being tendered are deposited with the
Depositary on or prior to the Expiration Date (accompanied by a properly
completed and duly executed Letter of Transmittal and any other documents
required by the Letter of Transmittal), the Company may, at its option, reject
such tender. If less than the entire principal amount of any Notes evidenced by
a submitted certificate(s) is to be tendered, the tendering Holder should fill
in the principal amount tendered in the appropriate box on the Letter of
Transmittal. The entire principal amount represented by all Notes deposited with
the Depositary will be deemed to have been tendered unless otherwise indicated.
In all cases, notwithstanding any provision hereof, the payment for Notes
tendered and accepted for payment pursuant to the Tender Offer will be made only
after the timely receipt by the Depositary of (i) certificates for such Notes or
a timely Book-Entry Confirmation, (ii) the Letter of Transmittal (or a manually
signed facsimile thereof) properly completed and duly executed, or an Agent's
Message, and (iii) any required signature guarantees or other documents required
by such Letter of Transmittal.
Method of Delivery. ALL LETTERS OF TRANSMITTAL, NOTICES OF GUARANTEED
DELIVERY AND NOTES SHOULD BE DELIVERED ONLY BY COURIER, HAND DELIVERY OF
TRANSMITTED BY MAIL. DELIVERIES SHOULD BE MADE ONLY TO THE DEPOSITARY, AND NOT
TO THE COMPANY, THE TRUSTEE, THE INFORMATION AGENT OR THE DEALER MANAGER. THE
METHOD OF DELIVERY OF CERTIFICATES FOR NOTES AND ALL OTHER REQUIRED DOCUMENTS IS
AT THE OPTION AND RISK OF THE TENDERING HOLDER, AND DELIVERY WILL BE DEEMED TO
BE MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF CERTIFICATES OF NOTES
ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED.
Signature Guarantees. No signature guarantees are required on the Letter
of Transmittal if the Letter of Transmittal is signed by the registered holder
of the Notes tendered herewith and payment is to be made directly to such
registered holder, or if Notes are tendered for the account of an institution
that is a member of a Signature Guarantee Program recognized by the Depositary
(i.e., the Securities Transfer Agent Medallion Program (STAMP), the Stock
Exchanges Medallion Program (SEMP) and the New York Stock Exchange Medallion
Program (MSP)) (each such entity being hereinafter referred to an as "Eligible
Institution"). In all other cases, all signatures on the Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 3 of the Letter
of Transmittal. If a Note is registered in the name of a person other than the
person signing a Letter of Transmittal, or if payment is to be made or Notes not
purchased or tendered are to be issued, to a person other than the registered
holder, then such Notes must be endorsed or accompanied by a written instrument
or instruments of transfer in a form satisfactory to the Company, in either
case, executed by the registered holder with the signature guarantees by an
Eligible Institution.
Book-Entry Delivery. The Depositary will establish an account or accounts
with respect to the Notes at DTC for purposes of the Tender Offer within two
business days after the date of the commencement of the Tender Offer, and any
financial institution that is a participant in DTC's system may make book-entry
delivery of the Notes by causing DTC to transfer such Notes into the
Depositary's account at DTC in accordance with DTC's procedure for such
transfer. With respect to tenders of Notes effected through book-entry transfer
at DTC, an Agent's Message, in lieu of a completed and duly executed Letter of
Transmittal, must be transmitted to and received by the Depositary on or prior
to the Expiration Date, or the Holder must comply with the guaranteed delivery
procedures described below.
15
<PAGE> 16
The term "Agent's Message" means a message transmitted by DTC and received
by the Depositary and forming a part of a Book-Entry Confirmation that states
that DTC has received an express acknowledgment from a participant in DTC
tendering the Notes that such participant has received the Letter of Transmittal
and agrees to be bound by the terms of the Letter of Transmittal (or, in the
case of an Agent's Message relating to a guaranteed delivery, that such
participant has received and agrees to be bound by the Applicable Notice of
Guaranteed Delivery) and the Company may enforce such agreement against such
participant.
Guaranteed Delivery. If a Holder desires to tender Notes pursuant to the
Tender Offer and such Holder's certificates are not immediately available or
time will not permit all required documents to reach the Depositary on or prior
to the Expiration Date, or such Holder cannot complete the procedures for
book-entry transfer on a timely basis, such Notes may nevertheless be tendered
provided that all of the following conditions are satisfied:
(a) The tender is made by or through an Eligible Institution;
(b) On or prior to the Expiration Date, the Depositary receives from
such Eligible Institution at one of the addresses for the Depositary set
forth on the back cover of this Offer to Purchase, a properly completed and
duly executed Notice of Guaranteed Delivery (by mail, hand delivery or
facsimile). Such Notice of Guaranteed Delivery shall (i) be substantially
in the form made available by the Company, (ii) set forth the name and
address of the Holder, (iii) describe the Notes and the principal amount of
the Notes tendered, (iv) state that the tender is being made thereby and
(v) guarantee that, within three New York Stock Exchange trading days after
the date of execution of such Notice of Guaranteed Delivery, a duly
executed Letter of Transmittal (or a manually signed facsimile thereof) or
an Agent's Message together with the certificates representing such Notes
(or appropriate Book-Entry Confirmation) and any other documents required
by the Letter of Transmittal and the instructions thereto will be deposited
by the Eligible Institution with the Depositary; and
(c) The certificates for the tendered Notes in proper form for
transfer (or confirmation of book-entry transfer into the Depositary's
account at DTC), together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof), or
confirmation of a book-entry transfer of such Notes into the Depositary's
account with DTC as described above, including an Agent's Message in
connection therewith, and all other documents required by the Letter of
Transmittal and the instructions thereto, are received by the Depositary
within three New York Stock Exchange trading days after the execution of
such Notice of Guaranteed Delivery.
In all cases, payment for Notes tendered and accepted for payment pursuant
to the Tender Offer will be made only after timely receipt by the Depositary of
certificates for such Notes or confirmation of book-entry transfer into the
Depositary's account at DTC a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) or Agent's Message and any
other documents required by the Letter of Transmittal.
Tender Constitutes an Agreement. The proper tender of Notes pursuant to
any of the procedures described above will constitute a binding agreement
between the tendering Holders and the Company upon the terms and subject to the
conditions of the Tender Offer, and a representation that (i) such Holder owns
the Notes being tendered and is entitled to tender such Notes as contemplated by
the Tender Offer, all within the meaning of Rule 14e-1 under the Exchange Act
and (ii) the tender of such Notes complies with Rule 14e-4 under the Exchange
Act.
Determination of Validity; Rejection of Notes; No Obligation to Give Notice
of Defects. All questions as to the principal amount of Notes to be accepted,
the validity, form, eligibility (including the time of receipt) and acceptance
for payment of any tender of Notes pursuant to the procedures described herein
and the form and validity (including time of receipt of notices of withdrawal)
of all documents will be determined by the Company in its sole discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tendered Notes determined by it not to
be in proper form or the acceptance of or payment for which may be unlawful. The
Company also reserves the absolute right to waive any of the conditions of the
Tender Offer and any defect or irregularity in the tender of any particular
Notes.
16
<PAGE> 17
The Company's interpretation of the terms and conditions of the Tender Offer
(including without limitation the instructions in the Letter of Transmittal)
shall be final and binding. No alternative, conditional or contingent tenders or
deliveries will be accepted. Unless waived, any irregularities in connection
with tenders of Notes must be cured within such time as the Company shall
determine. None of the Company, the Trustee, the Depositary, the Dealer Manager,
the Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in such tenders of Notes or will
incur any liabilities for failure to give such notification. Tenders of Notes
will not be deemed to have been made until such irregularities have been cured
or waived. Any Notes received by the Depositary that are not properly tendered
and as to which the irregularities have not been cured or waived will be
returned by the Depositary to the tendering Holders (in the case of Notes
tendered by book-entry transfer into the Depositary's account at DTC, by
crediting the account maintained at DTC from which such Notes were delivered),
unless such Holders have otherwise provided in the Letter of Transmittal, as
promptly as practicable following the Expiration Date.
Lost or Missing Certificates. If a Holder desires to tender a Note
pursuant to the Tender Offer, but the Note has been mutilated, lost, stolen or
destroyed, such Holder should write to or telephone the Trustee at the address
listed below, about procedures for obtaining replacement certificates for such
Notes, arranging for indemnification or any other matter that requires handling
by such Trustee:
STATE STREET BANK AND TRUST COMPANY
CORPORATE TRUST DEPARTMENT
5TH FLOOR
2 AVENUE DE LAFAYETTE
BOSTON, MASSACHUSETTS 02111
ATTN: MACKENZIE ELIJAH
(617) 662-1525
TELECOPY: (617) 662-1452
CONDITIONS OF THE TENDER OFFER
Notwithstanding any other provision of the Tender Offer, the Company shall
not be required to accept for purchase, or to pay for, the Notes tendered
pursuant to the Tender Offer, and may terminate, extend or amend the Tender
Offer or delay or refrain (subject to Rule 14e-1(c) under the Exchange Act)
acceptance for purchase or payment of Notes so tendered, if, as of the
Expiration Date, any of the General Conditions have not been satisfied.
The General Conditions shall be deemed to have been satisfied unless any of
the following conditions shall occur on or prior to the acceptance for payment
of the Notes tendered pursuant to the Tender Offer (each of (1) through (7), a
"General Condition" and collectively, the "General Conditions"):
(1) there shall have been threatened, instituted or pending any action
or proceeding by or before any court or governmental regulatory or
administrative authority or tribunal, domestic or foreign, which challenges
the making of the Tender Offer, the acquisition of Notes pursuant to the
Tender Offer or otherwise relates in any manner to the Tender Offer;
(2) a statute, rule, regulation, judgment, order, stay, decree or
injunction shall have been threatened, proposed, sought, promulgated,
enacted, entered, enforced or deemed to be applicable by any court or
governmental regulatory or administrative agency, authority or tribunal,
domestic or foreign, which, in the sole judgment of the Company, would or
might directly or indirectly prohibit, prevent, restrict or delay
consummation of the Tender Offer;
(3) there shall have occurred or be likely to occur any event
affecting the business or financial affairs of the Company that would or
might prohibit, prevent, restrict or delay consummation of the Tender Offer
or that will, or is reasonably likely to, materially impair the
contemplated benefits of the Tender Offer to the Company or otherwise
results in the Tender Offer not being or reasonably likely not being in the
best interests of the Company;
17
<PAGE> 18
(4) (i) any general suspension or limitation of trading in, or
limitation on prices for, securities in the financial markets of the United
States; (ii) the declaration of a banking moratorium, or any suspension of
payments in respect of banks, by Federal or New York authorities; or (iii)
any outbreak or escalation of major hostilities in which the United States
is involved, any declaration of war by the United States or any other
substantial state, national, or international calamity or emergency if the
effect of any such outbreak, escalation, declaration, calamity or emergency
makes it impractical or inadvisable in the Company's view for the Company
to proceed with the Tender Offer;
(5) any change in the general political, market, economic or financial
conditions in the United States or abroad that in the Company's opinion has
or may have a material adverse effect with respect to the Company's
business, operations or prospects or the trading in the securities of the
Company, or any significant decline in either the Dow Jones Industrial
Average or the Standard and Poor's Index of 500 Industrial companies in the
opinion of the Company;
(6) the Company shall not have obtained any consents, approvals,
waivers or amendments from third parties necessary to permit the
consummation of the Tender Offer;
(7) the Trustee under the Indenture shall have objected in any respect
to, or taken any action that could, in the sole judgement of the Company,
materially adversely affect the consummation of the Tender Offer, or shall
have taken any action that challenges to validity or effectiveness of the
procedures used by the Company in (a) making the Tender Offer or (b)
accepting, or paying for, any of the Notes; or
(8) any change shall have occurred (or any development shall have
occurred involving any prospective change) in the business, assets,
liabilities, condition (financial or otherwise), operations, results of
operations, or prospects of the Company that, in the sole judgment of the
Company, has or may have a material adverse effect on the Company or that
would or might prohibit, prevent, restrict or delay consummation of the
Tender Offer.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company, in its sole discretion, regardless of the circumstances
giving rise to any such condition or may be waived by the Company in whole or in
part at any time and from time to time in the Company's sole discretion. The
failure by the Company at any time to exercise any of the foregoing rights shall
not be deemed a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time.
BACKUP FEDERAL INCOME TAX WITHHOLDING
For a discussion of federal income tax consequences relating to backup
withholding, see "Certain Federal Income Tax Consequences -- Backup
Withholding."
WITHDRAWAL OF TENDERS
Tenders of Notes may be withdrawn at any time on or prior to the Expiration
Date by delivery of written notice or revocation in accordance with the
following procedures. Holders who wish to exercise their right of withdrawal
with respect to the Tender Offer must give written notice of withdrawal
delivered by mail or hand delivery which notice must be received by the
Depositary at one of the addresses set forth on the back cover of this Offer to
Purchase on or prior to the Expiration Date. In order to be effective, a notice
of withdrawal must specify the name of the person who deposited the Notes to be
withdrawn (the "Depositor"), the name in which the Notes are registered if
different from that of the Depositor, and the principal amount of the Notes to
be withdrawn. If certificates have been delivered or otherwise identified
(through confirmation of book-entry transfer of such Notes) to the Depositary,
the name of the registered holder and the certificate number or numbers relating
to such Notes withdrawn must also be furnished to the Depositary as aforesaid
prior to the physical release of certificates for the withdrawn Notes (or, in
the case of Notes transferred by book-entry transfer, the name and number of the
account at DTC to be credited with withdrawn Notes). The notice of withdrawal
must be signed by the Holder or accompanied by an Agent's Message in the same
manner as the Letter of Transmittal (including, in any case, any required
signature guarantee) or an Agent's Message, or be
18
<PAGE> 19
accompanied by documents of transfer satisfactory to the Company and the Trustee
to register the transfer of such Notes into the name of the Holder withdrawing
the tender.
Withdrawals of tenders of Notes may not be rescinded, and any Notes
withdrawn will thereafter be deemed not validly tendered for purposes of the
Tender Offer. However, properly withdrawn Notes may be retendered by following
one of the procedures described in "-- Procedures for Tendering Notes" at any
time on or prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding. None of the Company,
the Depositary, the Dealer Manager, the Information Agent, the Trustee or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liabilities for failure
to give any such notification.
DEALER MANAGER
BancBoston Robertson Stephens Inc. is acting as the Dealer Manager for the
Company in connection with the Tender Offer. Any questions with respect to the
Tender Offer may be directed to the Dealer Manager at the address or telephone
number set forth on the back cover of this Offer to Purchase.
DEPOSITARY
The Depositary for the Tender Offer is State Street Bank and Trust Company.
All deliveries, correspondence and questions sent or presented to the Depositary
relating to the Tender Offer should be directed to one of the addresses or
telephone numbers set forth on the back cover of this Offer to Purchase.
INFORMATION AGENT
Morrow & Co., Inc. is acting as the Information Agent for the Company in
connection with the Tender Offer. Questions, requests for assistance and
requests for copies of the Tender Offer materials should be directed to the
Information Agent at the address or telephone number set forth on the back cover
of this Offer to Purchase.
MISCELLANEOUS
Directors, officers and regular employees of the Company (who will not be
specifically compensated for such services), the Information Agent and the
Dealer Manager may contact Holders by mail, telephone, telex, telegram messages,
mailgram messages, datagram messages and personal interviews regarding the
Tender Offer and may request brokers, dealers and other nominees to forward this
Offer to Purchase and related materials to beneficial owners of Notes.
The Company is not aware of any jurisdiction where the making of the Tender
Offer is not in compliance with the laws of such jurisdiction. If the Company
becomes aware of any jurisdiction where the making of the Tender Offer would not
be in compliance with such laws, the Company will make a good faith effort to
comply with any such laws or seek to have such laws declared inapplicable to the
Tender Offer. If, after such good faith effort, the Company cannot comply with
any such applicable laws, the Tender Offer will not be made to (nor will tenders
be accepted from or on behalf of) the Holders residing in such jurisdiction.
FEES AND EXPENSES
DEALER MANAGER
The Company has retained BancBoston Robertson Stephens Inc. to act as
Dealer Manager in connection with the Tender Offer. In its capacity as Dealer
Manger, BancBoston Robertson Stephens Inc. may contact Holders regarding the
Tender Offer and may request brokers, dealers, commercial banks, trust companies
and other nominees to forward this Offer to Purchase and related materials to
beneficial owners of Notes.
19
<PAGE> 20
BancBoston Robertson Stephens Inc. will receive a fee for their services as
Dealer Manager in connection with the Tender Offer that will depend on the
percentage of the aggregate principal amount of the Notes tendered for purchase
in the Tender Offer.
The fee will be paid for each $1,000 principal amount of Notes tendered,
based on a sliding scale, with higher fees per Note paid on the incremental
principal amount of Notes tendered above specified thresholds. The fee scale
ranges from $7.00 per $1,000 principal amount up to a maximum of $27.50 per
$1,000 principal amount if more than 90% of the aggregate principal amount of
the Notes are tendered. Based on the foregoing fee structure, if all outstanding
Notes are tendered in the Tender Offer, BancBoston Robertson Stephens Inc. will
receive an aggregate fee of $1,000,000.
BancBoston Robertson Stephens Inc. will also be reimbursed for its
reasonable out-of-pocket expenses incurred in connection with the Tender Offer
(including the reasonable fees and disbursements of counsel). The Company has
also agreed to indemnify BancBoston Robertson Stephens Inc. and its affiliates
against certain liabilities, including liabilities under the federal securities
laws, caused by, relating to or arising out of the Offer.
BancBoston Robertson Stephens Inc. has in the past provided certain
investment banking services to the Company, for which services BancBoston
Robertson Stephens Inc. has received customary compensation, including acting as
initial purchaser in the Company's private placement of the Notes.
The Dealer Manager does not assume any responsibility for the accuracy or
completeness of the information concerning the Company or its affiliates
contained herein or for any failure by the Company to disclose events which may
have occurred and may affect the significance or accuracy of such information.
Unless otherwise indicated, all information contained in this Offer to Purchase
has been supplied by the Company. The Company assumes full responsibility for
the accuracy or completeness of such information.
DEPOSITARY AND INFORMATION AGENT
The Company will pay the Depositary and the Information Agent reasonable
and customary compensation for their services in connection with the Tender
Offer, plus reimbursement for out-of-pocket expenses. The Company has agreed to
indemnify the Depositary and the Information Agent against certain liabilities
in connection with their services, including liabilities under the federal
securities laws.
BROKER DEALERS
Brokers, dealers (including the Dealer Manager), commercial banks and trust
companies will be reimbursed by the Company for customary mailing and handling
expenses incurred by them in forwarding material to their customers. The Company
will not pay any fees or commissions to any broker, dealer or other person
(other than the Dealer Manager, the Information Agent and the Depositary) in
connection with the solicitation of tenders of Notes pursuant to the Tender
Offer.
TRANSFER FEES
The Company will pay all transfer taxes, if any, applicable to the purchase
of Notes pursuant to the Tender Offer. If, however, Notes for principal amounts
not accepted for tender are to be delivered to, or are to be registered or
issued in the name of, any person other than the registered Holder of the Notes,
or if tendered Notes are registered in the name of any person other than the
person signing the Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the purchase of Notes pursuant to the Tender Offer, then
the amount of any such transfer tax, (whether imposed on the registered Holder
or any other person) will be payable by the tendering Holder. If satisfactory
evidence of payment of such tax or exemption therefrom is not submitted, then
the amount of such transfer tax will be deducted from the Tender Offer
Consideration otherwise payable to such tendering Holder.
20
<PAGE> 21
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summary is a general description of certain U.S. Federal
income tax consequences that apply to a sale of a Note pursuant to this Offer to
Purchase. This summary describes the tax consequences only to a Holder that is a
"U.S. Holder". For this purpose, a U.S. Holder is a beneficial owner of a Note
that is (i) a citizen or individual resident of the United States, (ii) a
corporation created or organized under the laws of the United States or any
State thereof (including the District of Columbia), (iii) an estate the income
of which is includible in gross income for U.S. Federal income tax purposes
regardless of its source or (iv) a trust the administration over which a U.S.
court is able to exercise primary supervision and all of the substantial
decisions of which one or more United States persons have the authority to
control.
This summary does not purport to consider all the possible U.S. Federal
income tax consequences of a sale of a Note pursuant to this Offer to Purchase
and is not intended to reflect the individual tax position of any beneficial
owner. It deals only with a Note held as a capital asset. Moreover, it does not
address U.S. Holders with a special tax status or special tax situation, like
financial institutions, insurance companies, tax-exempt organizations, deferred
compensation plans or individual retirement accounts, dealers in securities or
currencies, persons whose functional currency is not the U.S. dollar, persons
subject to the alternative minimum tax or persons who hold a Note as part of a
straddle with other investments or as part of a "synthetic security" or other
integrated investment (including a "conversion transaction") comprised of a Note
and one or more other investments. This summary is based upon the U.S. Federal
income tax laws and regulations as now in effect and as currently interpreted
and does not take into account possible changes in those tax laws or
interpretations, any of which may apply retroactively. This summary does not
include any description of the tax laws of any state, local or foreign
governments that may apply to a Note or the Holder thereof. ALL HOLDERS ARE
URGED TO CONSULT THEIR OWN TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO
THEM OF TENDERING A NOTE, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE,
LOCAL OR FOREIGN TAX LAWS.
Sales of Notes Pursuant to the Tender Offer. Subject to the market
discount rules discussed below, a U.S. Holder who receives cash for a Note
pursuant to the Tender Offer will recognize capital gain or loss equal to the
difference between the amount of cash received (excluding any amount
attributable to accrued interest, which will be taxable as ordinary income) and
the U.S. Holder's adjusted tax basis in the Note sold. Generally, a U.S.
Holder's adjusted tax basis in a Note will be the cost of the Note to the U.S.
Holder. A U.S. Holder's adjusted tax basis in a Note will increase by the amount
of market discount, if any, includible in income by the U.S. Holder pursuant to
an election to include market discount in gross income as it accrues, and
generally will decrease by the accrual of amortizable bond premium, if any, that
the U.S. Holder elects or has elected to offset against interest income on the
Note. Capital gain recognized on a sale of a Note held for more than one year
will be long-term capital gain. The excess of net long-term capital gain over
net short-term capital loss of certain noncorporate taxpayers for a taxable year
is subject to a maximum Federal income tax rate of 20 percent. In general,
limitations apply to the deductibility of capital losses.
A U.S. Holder who acquired a Note at a market discount in excess of a de
minimis amount generally will be required to treat any gain on a sale of the
Note pursuant to the Tender Offer as ordinary income rather than capital gain to
the extent the gain does not exceed the market discount accrued on the Note as
of the date of sale, unless the U.S. Holder makes or has made an election to
include market discount on debt obligations in income as it accrues. In the case
of a Note, the amount of market discount generally will equal the excess of the
stated redemption price at maturity of the Note over the U.S. Holder's initial
tax basis in the Note. The amount of market discount is de minimis if it is less
than one quarter of one percent of the stated redemption price at maturity of
the Note multiplied by the number of complete years to maturity after the U.S.
Holder acquired the Note.
Backup Withholding. Backup withholding at the rate of 31% will apply to
the gross proceeds from the sale of a Note that is tendered and accepted for
payment unless the U.S. Holder (i) is a corporation or other exempt recipient
and, when required, establishes that exemption or (ii) accurately completes the
Substitute Form W-9 included in the Letter of Transmittal. A U.S. Holder that
does not provide his or its correct taxpayer identification number may be
subject to penalties imposed by the Internal Revenue Service (the
21
<PAGE> 22
"IRS"). Any amount withheld under these rules will be refunded or credited
against the U.S. Holder's Federal income tax liability, provided certain
required information is reported to the IRS. See "Important Tax Information" in
the Letter of Transmittal.
Information Reporting. The Company will provide information statements to
tendering U.S. Holders and to the IRS reporting the cash payments, as required
by law.
22
<PAGE> 23
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. Letters of Transmittal, certificates for Notes and any other required
documents should be sent by each Holder or such Holder's broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one of the
addresses set forth below.
THE DEPOSITARY:
STATE STREET BANK AND TRUST COMPANY
<TABLE>
<CAPTION>
BY OVERNIGHT COURIER
BY MAIL: FACSIMILE TRANSMISSION: OR BY HAND:
-------- ------------------------------ ------------------------------
<S> <C> <C>
Corporate Trust Department (617) 662-1452 Corporate Trust Department
5th Floor (For Eligible 5th Floor
2 Avenue de Lafayette Institutions Only) 2 Avenue de Lafayette
Boston, Massachusetts 02111 CONFIRM BY TELEPHONE Boston, Massachusetts 02111
Attn: MacKenzie Elijah (617) 662-1525 Attn: MacKenzie Elijah
</TABLE>
Any questions, requests for assistance or requests for additional copies of
this Offer to Purchase, the Letter of Transmittal and Notice of Guaranteed
Delivery should be directed to the Information Agent at the address and
telephone number set forth below.
THE INFORMATION AGENT:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Toll Free (800) 566-9061
Call Collect (212) 754-8000
BANKS AND BROKERAGE FIRMS PLEASE CALL:
(800) 662-5200
Any questions regarding the Tender Offer may be directed to the Dealer
Manager at the address and telephone number set forth below. You may also
contact your broker dealer, commercial bank or trust company or any other
nominee for assistance concerning the Tender Offer.
THE DEALER MANAGER:
BANCBOSTON ROBERTSON STEPHENS
555 California Street, Suite 2600
San Francisco, California 94104
(415) 693-3215
(800) 234-2663
Attention: Mark McGlade
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER
5% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(CUSIP 848934 AA 3, 848934 AB 1 AND 848934 AC 9)
OF
SPORTSLINE USA, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED SEPTEMBER 21, 1999
THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
OCTOBER 19, 1999, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE
"EXPIRATION DATE"). HOLDERS OF NOTES MUST TENDER THEIR NOTES ON OR PRIOR TO THE
EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER CONSIDERATION. TENDERS OF
NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Depositary for the Tender Offer is:
STATE STREET BANK AND TRUST COMPANY
<TABLE>
<CAPTION>
BY OVERNIGHT COURIER
BY MAIL: FACSIMILE TRANSMISSION: OR BY HAND:
- -------------------------------- -------------------------------- --------------------------------
<S> <C> <C>
Corporate Trust Department (617) 662-1452 Corporate Trust Department
5th Floor (For Eligible 5th Floor
2 Avenue de Lafayette Institutions Only) 2 Avenue de Lafayette
Boston, Massachusetts 02111 CONFIRM BY TELEPHONE Boston, Massachusetts 02111
Attn: MacKenzie Elijah (617) 662-1525 Attn: MacKenzie Elijah
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A
FACSIMILE NUMBER OTHER THAN AS LISTED ABOVE, WILL NOT CONSTITUTE A VALID
DELIVERY. HOLDERS THAT TENDER BY BOOK-ENTRY TRANSFER IN ACCORDANCE WITH DTC'S
ATOP PROCEDURES FOR TRANSFER WILL SEND AN AGENT'S MESSAGE PURSUANT TO DTC'S
PROCEDURES IN LIEU OF COMPLETING THIS LETTER OF TRANSMITTAL.
All capitalized terms used herein and not defined shall have the meaning
ascribed to them in the Offer to Purchase.
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES
- ------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF HOLDER(S) AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER AMOUNT REPRESENTED** TENDERED
- ------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT
OF NOTES
- ------------------------------------------------------------------------------------------------------------------------
* Need not be completed by Holders (as defined herein) tendering by book-entry transfer in accordance with DTC's ATOP
procedures for transfer.
** Unless otherwise specified, it will be assumed that the entire aggregate principal amount represented by the Notes
described above is being tendered. See Instruction 2 below.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
List above the Notes to which this Letter of Transmittal relates. If the
space provided above is inadequate, list the certificate numbers and principal
amounts on a separately executed schedule and affix the schedule to this Letter
of Transmittal. Tenders of Notes will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof.
ANY QUESTIONS WITH RESPECT TO THE TENDER OFFER MAY BE DIRECTED TO
BANCBOSTON ROBERTSON STEPHENS (THE "DEALER MANAGER"), WHOSE ADDRESS AND
TELEPHONE NUMBER APPEAR ON THE BACK COVER OF THIS LETTER OF TRANSMITTAL. ANY
QUESTIONS, REQUESTS FOR ASSISTANCE OR REQUESTS FOR ADDITIONAL COPIES OF THE
OFFER TO PURCHASE AND THIS LETTER OF TRANSMITTAL SHOULD BE DIRECTED TO MORROW &
CO., INC., WHICH IS ACTING AS INFORMATION AGENT FOR THE TENDER OFFER, WHOSE
ADDRESS AND TELEPHONE NUMBER APPEAR ON THE BACK COVER OF THIS LETTER OF
TRANSMITTAL.
The instructions contained herein should be read carefully before this
Letter of Transmittal is completed.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE TENDER OFFER CONSIDERATION
PURSUANT TO THE TENDER OFFER MUST VALIDLY TENDER (OR RETENDER IF SUCH HOLDERS
HAVE PREVIOUSLY WITHDRAWN) THEIR NOTES TO THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE.
This Letter of Transmittal is to be used by Holders of Notes issued under
the Indenture, dated as of March 15, 1999 (CUSIP Nos. 848934 AA 3, 848934 AB 1
and 848934 AC 9), of SportsLine USA, Inc., a Delaware corporation. This Letter
of Transmittal is to be used by such Holders if: (i) certificates representing
Notes are to be physically delivered to the Depositary herewith by such Holders
or (ii) tender of Notes is to be made according to the guaranteed delivery
procedures set forth under the caption "The Tender Offer -- Procedures for
Tendering Notes -- Guaranteed Delivery" in the Offer to Purchase.
A DTC participant tendering through ATOP, in order to make a valid tender,
must deliver an Agent's Message in lieu of a completed and duly executed Letter
of Transmittal to the Depositary. Delivery of documents to DTC does not
constitute delivery to the Depositary.
IN THE EVENT THAT THE TENDER OFFER IS WITHDRAWN OR OTHERWISE NOT COMPLETED,
THE TENDER OFFER CONSIDERATION WILL NOT BE PAID OR BECOME PAYABLE TO HOLDERS OF
THE NOTES WHO HAVE VALIDLY TENDERED THEIR NOTES IN CONNECTION WITH THE TENDER
OFFER, AND ANY TENDERED NOTES WILL BE RETURNED.
THE TENDER OFFER IS MADE UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN THE OFFER TO PURCHASE AND HEREIN. HOLDERS SHOULD CAREFULLY REVIEW THE
INFORMATION SET FORTH THEREIN AND HEREIN.
The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Tender Offer.
2
<PAGE> 3
TENDER OF NOTES
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER (INCLUDING THROUGH ATOP) MADE TO THE ACCOUNT MAINTAINED BY
THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution:
------------------------------------------------------------------------------
Name of Book-Entry Transfer Facility: DTC
Account Number
------------------------------------------------------------------------------
Transaction Code Number
------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
---------------------------------------------------------------------------
Window Ticket Number (if any):
----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
-----------------------------------------------------
If Holders desire to tender Notes pursuant to the Tender Offer and (i)
certificates representing such Notes are not lost but are not immediately
available, (ii) time will not permit this Letter of Transmittal, certificates
representing such Notes and all other required documents to reach the Depositary
prior to the Expiration Date, or (iii) the procedures for book-entry transfer
cannot be completed prior to the Expiration Date, such Holders may effect a
tender of such Notes in accordance with the guaranteed delivery procedures set
forth in the Offer to Purchase under the caption "The Tender Offer -- Procedures
for Tendering Notes -- Guaranteed Delivery." See Instruction 1 below.
3
<PAGE> 4
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase dated September 21, 1999 (the "Offer to Purchase") of SportsLine USA,
Inc., a Delaware corporation ("SportsLine"), relating to SportsLine's 5%
Convertible Subordinated Notes due 2006 (the "Notes") and this Letter of
Transmittal (the "Letter of Transmittal" and, together with the Offer to
Purchase, the "Offer Documents"), which together constitute SportsLine's offer
(the "Tender Offer") to purchase for cash any and all outstanding Notes, upon
the terms and subject to the conditions set forth in the Offer Documents. As of
September 21, 1999, $90.0 million aggregate principal amount of the Notes was
outstanding.
Upon the terms and subject to the conditions of the Tender Offer, the
undersigned hereby tenders to SportsLine the principal amount of Notes indicated
above.
Subject to, and effective upon, the acceptance for purchase of, and payment
for, the principal amount of Notes tendered with this Letter of Transmittal, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
SportsLine all right, title and interest in and to the Notes that are being
tendered hereby. The undersigned hereby irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that the Depositary also acts as the agent of SportsLine)
with respect to such Notes, with full power of substitution (such
power-of-attorney being deemed to be an irrevocable power coupled with an
interest) to (i) present such Notes and all evidences of transfer and
authenticity to, or transfer ownership of, such Notes on the account books
maintained by DTC to, or upon the order of, SportsLine, (ii) present such Notes
for transfer of ownership on the books of the relevant security registrar, and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Notes, all in accordance with the terms of and conditions to
the Tender Offer as described in the Offer to Purchase.
The undersigned understands that tenders of Notes may be withdrawn by
written notice of withdrawal received by the Depositary at any time prior to the
Expiration Date, and, thereafter, if the Tender Offer is terminated without any
Notes being purchased thereunder and as set forth below. In the event of a
termination of the Tender Offer, certificates representing Notes tendered
pursuant to the Tender Offer will be returned to the tendering Holder promptly
(or in the case of Notes tendered by book-entry transfer, such Notes will be
credited to the account maintained at DTC from which such Notes were delivered).
If, prior to the Expiration Date, SportsLine increases the Tender Offer
Consideration, any such changes in consideration would be applicable to all
Holders whose Notes are accepted for payment pursuant to the Tender Offer. In
addition, if at the time notice of any such change is first published, sent or
given to Holders, the Tender Offer is scheduled to expire at any time prior to
the tenth business day from and including the date that such notice is first
published, sent or given, the Tender Offer would be extended at least until the
expiration of such ten business day period.
The undersigned understands that valid tenders of Notes pursuant to any of
the procedures described in the Offer to Purchase and in the instructions hereto
will constitute a binding agreement between the undersigned and SportsLine upon
the terms and subject to the conditions of the Tender Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Notes tendered
hereby, and that when such Notes are accepted for purchase and payment by
SportsLine, SportsLine will acquire good title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim or right. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or by SportsLine to be necessary
or desirable to complete the sale, assignment and transfer of the Notes tendered
hereby.
For purposes of the Tender Offer, the undersigned understands that
SportsLine will be deemed to have accepted for purchase validly tendered Notes
(or defectively tendered Notes with respect to which SportsLine has waived such
defect), if, as and when SportsLine gives oral (confirmed in writing) or written
notice thereof to the Depositary.
4
<PAGE> 5
The undersigned understands that, under certain circumstances and subject
to certain conditions of the Tender Offer (each of which SportsLine may waive)
set forth in the Offer to Purchase, SportsLine would not be required to accept
for purchase any of the Notes tendered. Any Notes not accepted for purchase will
be returned promptly to the undersigned at the address set forth above (or in
the case of Notes tendered by book-entry transfer, such Notes will be credited
to the account maintained at DTC from which such Notes were delivered), unless
otherwise indicated herein under "Special Delivery Instructions" below.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
The undersigned understands that the delivery and surrender of the Notes is
not effective, and the risk of loss of the Notes does not pass to the
Depositary, until receipt by the Depositary (whether through DTC's ATOP
procedures for transfer or otherwise) of this Letter of Transmittal (or an
Agent's Message in the case of an ATOP transfer), or a manually signed facsimile
hereof, properly completed and duly executed, together with all accompanying
evidences of authority and any other required documents in form satisfactory to
SportsLine. All questions as to the form of all documents and the validity
(including time of receipt) and acceptance of tenders and withdrawals of Notes
will be determined by SportsLine, in its sole discretion, which determination
shall be final and binding.
Unless otherwise indicated herein under "Special Issuance Instructions,"
the undersigned hereby requests that any Notes representing principal amounts
not tendered or not accepted for purchase be issued in the name(s) of the
undersigned (and in the case of Notes tendered by book-entry transfer, by credit
to the account at DTC), and checks for payments of the Tender Offer
Consideration, as the case may be, to be made in connection with the Tender
Offer be issued to the order of the undersigned. Similarly, unless otherwise
indicated herein under "Special Delivery Instructions," the undersigned hereby
requests that any Notes representing principal amounts not tendered or not
accepted for purchase and checks for payments of the Tender Offer Consideration
to be made in connection with the Tender Offer be delivered to the undersigned
at the address(es) shown above. In the event that the "Special Issuance
Instructions" box or the "Special Delivery Instructions" box is, or both are,
completed, the undersigned hereby requests that any Notes representing principal
amounts not tendered or not accepted for purchase be issued in the name(s) of,
certificates for such Notes be delivered to, and checks for payments of the
Tender Offer Consideration to be made in connection with the Tender Offer be
issued in the name(s) of, and be delivered to, the person(s) at the addresses so
indicated. The undersigned recognizes that SportsLine has no obligation pursuant
to the "Special Issuance Instructions" box or "Special Delivery Instructions"
box to transfer any Notes from the name of the registered Holder(s) thereof if
SportsLine does not accept for purchase any of the principal amount of such
Notes so tendered.
5
<PAGE> 6
---------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 2, 3, 4 AND 6)
To be completed ONLY if Notes in a principal amount not tendered or
not accepted for purchase are to be issued in the name of, or if a check
for the Tender Offer Consideration is to be issued to the order of,
someone other than the person or persons whose signature(s) appear(s)
within the box entitled "Description of Notes" within this Letter of
Transmittal (the "Beneficiary") or if Notes tendered by book-entry
transfer that are not accepted for purchase are to be credited to an
account maintained at DTC other than the one designated above (the
"Account Party"). Any such Beneficiary or Account Party must complete a
Substitute Form W-9.
Issue [ ] Notes
[ ] Checks
(Check as applicable)
Name
--------------------------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------------------------------
(PLEASE PRINT)
---------------------------------------------------------------
(ZIP CODE)
---------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit unpurchased Notes by book-entry to the DTC account set forth below.
---------------------------------------------------------------
(DTC ACCOUNT NUMBER)
Name of Account Party:
---------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 3, 4 AND 6)
To be completed ONLY if Notes in a principal amount not tendered or
not accepted for purchase or if a check for the Tender Offer Consideration
is to be sent to someone other than the person or persons whose
signature(s) appear(s) within this Letter of Transmittal (a "Recipient")
or to an address different from that shown in the box entitled
"Description of Notes" within this Letter of Transmittal.
Issue [ ] Notes
[ ] Checks
(Check as applicable)
Name
--------------------------------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------------------------------
(PLEASE PRINT)
---------------------------------------------------------------
(ZIP CODE)
---------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
---------------------------------------------------------------
6
<PAGE> 7
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS
OF NOTES REGARDLESS OF WHETHER NOTES ARE
BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered Holder(s) of
Notes exactly as their name(s) appear(s) on certificate(s) for Note(s) or,
if tendered by a participant in DTC, exactly as such participant's name
appears on a security position listing as owner of Notes, or by person(s)
authorized to become registered Holder(s) by endorsement and the documents
transmitted with this Letter of Transmittal. Endorsements on Notes and
signatures on bond powers by Holders not executing this Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction
3 below. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below under "Capacity" and submit evidence satisfactory to SportsLine of
such person's authority to so act. See Instruction 3 below.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
(See guarantee requirement below)
Dated: , 1999
--------------------------------------------------------------
Name(s)
----------------------------------------------------------------------
----------------------------------------------------------------------
(PLEASE PRINT)
Capacity
----------------------------------------------------------------------
Address
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Tel. No.
--------------------------------------------------------------------------
Tax Identification or Social Security No.
------------------------------------------------------------
(COMPLETE ACCOMPANYING SUBSTITUTE FORM
W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3 BELOW)
Authorized
Signature
----------------------------------------------------------------------
Name of Eligible
Institution
----------------------------------------------------------------------
Address
----------------------------------------------------------------------
Area Code and
Tel. No.
----------------------------------------------------------------------
Dated: ,1999
--------------------------------------------------------------
[affix Medallion Guarantee
Stamp here]
- --------------------------------------------------------------------------------
7
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR NOTES OR
BOOK-ENTRY CONFIRMATIONS; GUARANTEED DELIVERY PROCEDURES; WITHDRAWAL OF
TENDERS. To tender Notes in the Tender Offer, physical delivery of certificates
for Notes or a confirmation of any book-entry transfer into the Depositary's
account with DTC of Notes tendered electronically, as well as a properly
completed and duly executed copy or manually signed facsimile of this Letter of
Transmittal, and any other documents required by this Letter of Transmittal,
must be received by the Depositary at one of its addresses set forth herein on
or prior to the Expiration Date. The Depositary and DTC have confirmed that the
Tender Offer is eligible for ATOP. Accordingly, DTC participants may
electronically transmit their acceptance of the Tender Offer by causing DTC to
transfer Notes to the Depositary in accordance with DTC's ATOP procedures for
transfer in lieu of delivering this Letter of Transmittal. DTC will then send an
Agent's Message (as defined in the Offer to Purchase) to the Depositary. The
method of delivery of this Letter of Transmittal, Notes and all other required
documents to the Depositary is at the election and risk of Holders. If such
delivery is by mail, it is suggested that Holders use properly insured
registered mail with return receipt requested, and that the mailing be made
sufficiently in advance of the Expiration Date to permit delivery to the
Depositary prior to such date. No alternative, conditional or contingent tenders
of Notes will be accepted. HOLDERS DESIRING TO TENDER NOTES ON THE EXPIRATION
DATE SHOULD NOTE THAT SUCH HOLDERS MUST ALLOW SUFFICIENT TIME FOR COMPLETION OF
THE ATOP PROCEDURES DURING THE NORMAL BUSINESS HOURS OF DTC ON THAT DATE. Except
as otherwise provided below, the delivery will be deemed made when actually
received or confirmed by the Depositary. THIS LETTER OF TRANSMITTAL AND THE
NOTES SHOULD BE SENT ONLY TO THE DEPOSITARY, NOT TO SPORTSLINE, THE TRUSTEE, THE
INFORMATION AGENT OR THE DEALER MANAGER. DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
If a Holder desires to tender Notes pursuant to the Tender Offer and (a)
certificates representing such Notes are not lost but are not immediately
available, (b) time will not permit this Letter of Transmittal, certificates
representing such Notes and all other required documents to reach the Depositary
on or prior to the Expiration Date, or (c) the procedures for book-entry
transfer cannot be completed on or prior to the Expiration Date, a tender may be
effected if all the following are complied with:
(a) such tender is made by or through an Eligible Institution;
(b) on or prior to the Expiration Date, the Depositary has received
from such Eligible Institution at one of the addresses of the Depositary
set forth on the first page of this Letter of Transmittal, a properly
completed and validly executed Notice of Guaranteed Delivery (by manually
signed facsimile transmission, mail or hand delivery) in substantially the
form provided with the Offer to Purchase, setting forth the name(s) and
addressees of the registered Holder(s) and the principal amount of Notes
being tendered and stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange ("NYSE") trading
days after the date of execution of the Notice of Guaranteed Delivery, the
applicable Letter of Transmittal properly completed and validly executed
(or a manually signed facsimile thereof or Agent's Message in lieu
thereof), together with certificates representing the Notes (or
confirmation of book-entry transfer of such Notes into the Depositary's
account with DTC) and any other documents required by the Letter of
Transmittal and the instructions thereto, will be deposited by such
Eligible Institution with the Depositary; and
(c) this Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and validly executed with any required
signature guarantees or Agent's Message in lieu thereof, together with
certificates for all Notes in proper form for transfer (or confirmation of
book-entry transfer of such Notes into the Depositary's account with DTC),
and any other required documents are received by the Depositary within
three NYSE trading days after the date of execution of such Notice of
Guaranteed Delivery.
8
<PAGE> 9
Tenders of Notes may be validly withdrawn at any time on or prior to the
Expiration Date. Holders who wish to exercise their right of withdrawal with
respect to the Tender Offer must give written notice of withdrawal delivered by
mail, hand delivery or manually signed facsimile transmission, which notice must
be received by the Depositary at one of its addresses set forth on the first
page of this Letter of Transmittal on or prior to the Expiration Date. In order
to be valid, a notice of withdrawal must specify the name of the person who
deposited the Notes to be withdrawn (the "Depositor"), the name in which the
Notes are registered (or, if tendered by book-entry transfer, the name of the
DTC participant whose name appears on the security position listing as the owner
of such Notes), if different from that of the Depositor, and the principal
amount of Notes to be withdrawn. If certificates have been delivered or
otherwise identified (through confirmation of book-entry transfer of such Notes)
to the Depositary, the name of the Holder and the certificate number or numbers
relating to such Notes withdrawn must also be furnished to the Depositary as
aforesaid prior to the physical release of the certificates for the withdrawn
Notes (or, in the case of Notes transferred by book-entry transfer, the name and
number of the account at DTC to be credited with withdrawn Notes). The notice of
withdrawal must be signed by the Holder in the same manner as this Letter of
Transmittal (including, in any case, any required signature guarantees), or be
accompanied by evidence satisfactory to SportsLine that the person withdrawing
the tender has succeeded to be the beneficial owner of such Notes. Withdrawals
of tendered Notes may not be rescinded and any Notes withdrawn will thereafter
be deemed not validly tendered for purposes of the Tender Offer. However,
validly withdrawn Notes may be retendered by following the procedures therefor
described in the Offer to Purchase at any time on or prior to the Expiration
Date.
2. PARTIAL TENDERS. Tenders of Notes pursuant to the Tender Offer will be
accepted only in respect of principal amounts equal to $1,000 or integral
multiples thereof. If less than the entire principal amount of any Notes
evidenced by a submitted certificate is tendered, the tendering Holder must fill
in the principal amount tendered in the last column of the box entitled
"Description of Notes" herein. The entire principal amount represented by the
certificates for all Notes delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated. If the entire principal amount of all
Notes is not tendered or not accepted for purchase, Notes representing such
untendered or unaccepted amount will be sent (or if tendered by book-entry
transfer, returned by credit to the account at DTC designated herein) to the
Holder unless otherwise provided in the appropriate box on this Letter of
Transmittal (see Instruction 4), promptly after the Notes are accepted for
purchase.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENT;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered Holder(s) of the Notes tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever. If this Letter of Transmittal
is signed by a DTC participant whose name is shown as the owner of the Notes
tendered hereby, the signature must correspond with the name shown on the
security position listing, as the owner of the Notes.
If any of the Notes tendered hereby are registered in the name of two or
more Holders, all such Holders must sign this Letter of Transmittal. If any
tendered Notes are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal and any necessary accompanying documents as there are
different names in which certificates are held.
If this Letter of Transmittal is signed by the Holder, and the certificates
for any principal amount of Notes not tendered or not accepted for purchase are
to be issued (or if any principal amount of Notes that is not tendered or not
accepted for purchase is to be reissued or returned) to or, if tendered by
book-entry transfer, credited to the account at DTC of the Holder, and checks
for payments of the Tender Offer Consideration to be made in connection with the
Tender Offer are to be issued to the order of the Holder, then the Holder need
not endorse any certificates for tendered Notes, nor provide a separate bond
power. In any other case (including if this Letter of Transmittal is not signed
by the Holder), the Holder either must properly endorse the certificates for
Notes tendered or transmit a separate properly completed bond power with this
Letter of Transmittal (in either case, executed exactly as the name(s) of the
registered Holder(s) appear(s) on such Notes, and, with respect to a DTC
participant whose name appears on a security position listing as the owner of
Notes, exactly as the name(s) of the participants appear(s) on such security
position
9
<PAGE> 10
listing), with the signature on the endorsement or bond power guaranteed by an
Eligible Institution, unless such certificates or bond powers are executed by an
Eligible Institution.
If this Letter of Transmittal or any certificates for Notes or bond powers
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting, in a fiduciary, or representative
capacity, such persons should so indicate when signing and proper evidence
satisfactory to SportsLine of their authority so to act must be submitted with
this Letter of Transmittal.
Endorsements on certificates for Notes and signatures on bond powers
provided in accordance with this Instruction 3 by registered Holders not
executing this Letter of Transmittal must be guaranteed by an Eligible
Institution, unless the signature is that of an Eligible Institution.
No signature guarantee is required if (i) this Letter of Transmittal is
signed by the registered Holder(s) of the Notes tendered herewith (or by a DTC
participant whose name appears on a security position listing as the owner of
Notes) and the payment of the Tender Offer Consideration is to be made, or if
any Notes for principal amounts not tendered or not accepted for purchase are to
be issued, directly to such Holder(s) (or, if tendered by a DTC participant, any
Notes for principal amounts not tendered or not accepted for purchase are to be
credited to such participant's account at DTC) and neither the "Special Issuance
Instructions" box nor the "Special Delivery Instructions" box of this Letter of
Transmittal has been completed or (ii) such Notes are tendered for the account
of an Eligible Institution. In all other cases, all signatures on Letters of
Transmittal and endorsements on certificates, signatures on bond powers
accompanying Notes must be guaranteed by an Eligible Institution, unless the
signature is that of an Eligible Institution.
4. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. Tendering Holders
should indicate in the applicable box or boxes the name and address to which
Notes for principal amounts not tendered or not accepted for purchase or checks
for payment of the Tender Offer Consideration to be made in connection with the
Tender Offer are to be issued or sent, if different from the name and address of
the registered or acting Holder 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. If no instructions are given,
Notes not tendered or not accepted for purchase will be returned to the
registered or acting Holder of the Notes tendered. Any Holder tendering by
book-entry transfer may request that Notes not tendered or not accepted for
purchase be credited to such account at DTC as such Holder may designate under
the caption "Special Issuance Instructions." If no such instructions are given,
any such Notes not tendered or not accepted for purchase will be returned by
crediting the DTC account designated above.
5. SUBSTITUTE FORM W-9. Each tendering Holder is required to provide the
Depositary with the Holder's correct taxpayer identification number ("TIN") and
federal employer identification number, on Substitute Form W-9, which is
provided under "Important Tax Information" below, or, alternatively, to
establish another basis for exemption from backup withholding. A Holder must
cross out item (2) in the Certification box on Substitute Form W-9 if such
Holder is subject to backup withholding. Failure to provide the information on
the form may subject the tendering Holder to 31% federal income tax backup
withholding on the payments made to the Holder or other payee with respect to
Notes purchased pursuant to the Tender Offer. The box in Part 3 of the form
should be checked if the tendering Holder has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the box
in Part 3 is checked and the Depositary is not provided with a TIN, thereafter
the Depositary will withhold 31% on all such payments of the Tender Offer
Consideration until a TIN is provided to the Depositary.
6. TRANSFER TAXES. SportsLine will pay all transfer taxes applicable to the
purchase and transfer of Notes pursuant to the Tender Offer, except in the case
of deliveries of certificates for Notes for principal amounts not tendered or
not met that are registered or issued in the name of any person other than the
registered or acting Holder of Notes tendered thereby. Except as provided in
this Instruction 6, it will not be necessary for transfer tax stamps to be
affixed to the certificates listed in this Letter of Transmittal.
7. IRREGULARITIES. All questions as to the form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Notes will be determined by SportsLine, in its sole discretion, which
determination shall be final and binding. ALTERNATIVE, CONDITIONAL OR CON-
10
<PAGE> 11
TINGENT TENDERS WILL NOT BE CONSIDERED VALID. SportsLine reserves the absolute
right to reject any or all tenders of Notes that are not in proper form or the
acceptance of which would, in SportsLine's opinion, be unlawful. SportsLine also
reserves the right to waive any defects, irregularities or conditions of tender
as to particular Notes. SportsLine's interpretations of the terms and conditions
of the Tender Offer (including the instructions in this Letter of Transmittal)
will be final and binding. Any defect or irregularity in connection with tenders
of Notes must be cured within such time as SportsLine determines, unless waived
by SportsLine. Tenders of Notes shall not be deemed to have been made until all
defects or irregularities have been waived by SportsLine or cured. All tendering
Holders, by execution of this Letter of Transmittal or a manually signed
facsimile hereof, waive any right to receive notice of the acceptance of their
Notes for purchase. None of SportsLine, the Depositary, the Dealer Manager, the
Information Agent, the Trustee or any other person will be under any duty to
give notice of any defects or irregularities in tenders of Notes, or will incur
any liability to Holders for failure to give any such notice.
8. WAIVER OF CONDITIONS. SportsLine expressly reserves the absolute right,
in its sole and absolute discretion, to amend or waive any of the conditions to
the Tender Offer in the case of any Notes tendered, in whole or in part, at any
time and from time to time.
9. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR NOTES. Any Holder
whose certificates for Notes have been mutilated, lost, stolen or destroyed
should write to or telephone the Trustee at the address or telephone number set
forth in the Offer to Purchase.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering Notes and requests for assistance or additional copies
of the Offer to Purchase and this Letter of Transmittal may be directed to the
Information Agent whose address and telephone number appear below. A Holder may
also contact such Holder's broker, dealer, commercial bank, trust company or
nominee for assistance concerning the Tender Offer.
11
<PAGE> 12
IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder whose tendered Notes are accepted
for purchase or exchange is required to provide the Depositary with such
Holder's current TIN on Substitute Form W-9 below. If such Holder is an
individual, the TIN is his social security number. If the Depositary is not
provided with the correct TIN, the Holder or other payee may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, any Offer
Consideration paid to such Holder or other payee with respect to Notes purchased
pursuant to the Offer may be subject to 31% backup withholding tax.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Holder must submit to the Depositary a properly completed
Internal Revenue Service Form W-8 (a "Form W-8") signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any Offer Consideration paid to the Holder or other payee. Backup withholding
is not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any Offer Consideration paid to a Holder
or other payee with respect to Notes purchased pursuant to the Offer, the Holder
is required to notify the Depositary of the Holder's current TIN (or the TIN of
any other payee) by completing the form below, certifying that (i) the TIN
provided on Substitute Form W-9 is correct (or that such Holder is awaiting a
TIN) and that (ii) the Holder is not subject to backup withholding because (a)
the Holder has not been notified by the Internal Revenue Service that the Holder
is subject to backup withholding as a result of failure to report all interest
or dividends or (b) the Internal Revenue Service has notified the Holder that
the Holder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Notes. If the Notes are registered in more than one name or are not registered
in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9," for
additional guidance on which number to report.
12
<PAGE> 13
PAYER'S NAME: STATE STREET BANK AND TRUST COMPANY
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT ---------------------------------
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. SOCIAL SECURITY NUMBER(S)
DEPARTMENT OF THE TREASURY INTERNAL
REVENUE SERVICE OR
---------------------------------
EMPLOYER IDENTIFICATION
NUMBER(S)
------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER PART 2 -- CERTIFICATION -- UNDER PENALTIES OF
IDENTIFICATION NUMBER ("TIN") PERJURY, 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 FOR ME)
AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING
BECAUSE: (A) I AM EXEMPT FROM BACKUP
WITHHOLDING, OR (B) I HAVE NOT BEEN
NOTIFIED BY THE INTERNAL REVENUE SERVICE
(THE "IRS") THAT I AM SUBJECT TO BACKUP PART 3 --
WITHHOLDING AS A RESULT OF A FAILURE TO AWAITING TIN [ ]
REPORT ALL INTEREST OR DIVIDENDS, OR (C)
THE IRS HAS NOTIFIED ME THAT I AM NO LONGER
SUBJECT TO BACKUP WITHHOLDING.
CERTIFICATION INSTRUCTIONS -- YOU MUST
CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY
SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
UNDER REPORTING INTEREST OR DIVIDENDS ON
YOUR TAX RETURN.
------------------------------------------------------------------------------------
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS
DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
SIGNATURE _______________________________ DATE ____________________
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31%
OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF THE SUBSTITUTE FORM W-9.
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
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) 1 INTEND TO MAIL
OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION
NUMBER BY THE TIME OF PAYMENT, 31% OF ALL REPORTABLE CASH PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD
UNTIL I PROVIDE A TAXPAYER IDENTIFICATION NUMBER.
</TABLE>
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------- ------------------------------------
Signature Date
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 14
Any questions or requests for assistance or any requests for additional
copies of this Letter of Transmittal or the Notice of Guaranteed Delivery should
be directed to the Information Agent at the address and telephone number set
forth below.
THE INFORMATION AGENT FOR THE TENDER OFFER IS:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Banks and Brokerage Firms Call: (800) 662-5200
Noteholders Please Call: (800) 566-9061
Any questions with respect to the Tender Offer may be directed to the
Dealer Manager at the address and telephone number set forth below or at such
Holder's broker, dealer, commercial bank or trust company or nominee for
assistance concerning the Tender Offer.
THE DEALER MANAGER FOR THE TENDER OFFER IS:
BANCBOSTON ROBERTSON STEPHENS
555 California Street, Suite 2600
San Francisco, California 94104
(415) 693-3215
(800) 234-2663
Attention: Mark McGlade
14
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY
TO TENDER
5% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(CUSIP 848934 AA 3, 848934 AB 1 AND 848934 AC 9)
OF
SPORTSLINE USA, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED SEPTEMBER 21, 1999
As set forth under the caption "The Tender Offer -- Procedures for
Tendering Notes -- Guaranteed Delivery" in the Offer to Purchase dated September
21, 1999 of SportsLine USA, Inc., a Delaware corporation (the "Company") and in
Instruction 1 of the related Letter of Transmittal (the "Letter of Transmittal"
and, together with the Offer to Purchase, the "Offer Documents"), this Notice of
Guaranteed Delivery, or one substantially in the form hereof, must be used to
accept the Company's offer to purchase for cash any and all of its outstanding
5% Convertible Subordinated Notes due 2006 (the "Notes"), subject to the terms
and conditions set forth in the Offer Documents, if time will not permit the
Letter of Transmittal, certificates representing Notes or any other required
documents to reach the Depositary on or prior to the Expiration Date, or the
procedures for book-entry transfer cannot be completed on or prior to the
Expiration Date. This form must be delivered by an Eligible Institution by
registered or certified mail or hand delivery, or transmitted by facsimile
transmission to the Depositary as set forth above. All capitalized terms used
herein and not defined herein shall have the meanings set forth in the Offer to
Purchase.
The Depositary for the Tender Offer is:
STATE STREET BANK AND TRUST COMPANY
<TABLE>
<CAPTION>
BY MAIL: FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER OR BY HAND:
-------- ----------------------- --------------------------------
<S> <C> <C>
Corporate Trust Department (617) 662-1452 Corporate Trust Department
5th Floor (For Eligible 5th Floor
2 Avenue de Lafayette Institutions Only) 2 Avenue de Lafayette
Boston, Massachusetts 02111 CONFIRM BY TELEPHONE Boston, Massachusetts 02111
Attn: MacKenzie Elijah (617) 662-1525 Attn: MacKenzie Elijah
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the Letter of Transmittal.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Offer to Purchase and Letter of Transmittal
(receipt of which is hereby acknowledged), the principal amount of Notes
specified below pursuant to the guaranteed delivery procedures set forth in the
Offer to Purchase under the caption "The Tender Offer -- Procedures for
Tendering Notes -- Guaranteed Delivery."
The undersigned understand(s) that tenders of Notes may be withdrawn by
written notice of withdrawal received by the Depositary at any time on or prior
to 5:00 p.m., New York City time, on the Expiration Date. In the event of a
termination or withdrawal by the Company of the Tender Offer, the Notes tendered
pursuant to the Tender Offer will be returned to the tendering Holders promptly
(or, in the case of Notes tendered by book-entry transfer, such Notes will be
credited to the account maintained at DTC from which such Notes were delivered).
The undersigned understand(s) that payment by the Depositary for Notes
tendered and accepted for payment pursuant to the Tender Offer will be made only
after timely receipt by the Depositary of such Notes (or Book-Entry confirmation
of the transfer of such Notes into the Depositary's account at DTC) and Letter
of Transmittal (or a manually signed facsimile copy thereof) with respect to
such Notes properly completed and duly executed with any required signature
guarantees and any other documents required by the Letter of Transmittal or a
properly transmitted Agent's Message.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under the Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives.
<PAGE> 3
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Authorized Signatory:
----------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Name(s) of Registered Holder(s):
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Principal Amount of Notes Tendered:
------------------------------------------------------------------------------
Certificate No.(s) of Notes
(if available)
Date:
------------------------------------------------------------------------------
Address:
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Area Code and Telephone No.
-------------------------------------------------------------------------------
If Notes will be delivered by book-entry transfer, check the box below:
[ ] The Depository Trust Company
Depository Account No.
------------------------------------------------------------------------------
This Notice of Guaranteed Delivery must be signed by the Holder(s)
exactly as their name(s) appear on certificate(s) for Notes or, if tendered by
a participant in DTC, exactly as such participant's name appears on a security
position listing as the owner of Notes, or by person(s) authorized to become
Holders by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If the signature above is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Capacity:
------------------------------------------------------------------------------
Address(es):
------------------------------------------------------------------------------
------------------------------------------------------------------------------
DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE DEPOSITARY
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
<PAGE> 4
GUARANTEE
(Not to Be Used for Signature Guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"), hereby (i)
represents that the above-named persons are deemed to own the Notes tendered
hereby within the meaning of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), (ii) represents that such tender of Notes complies with
the Exchange Act and (iii) guarantees that the Notes tendered hereby in proper
form for transfer (pursuant to the procedures set forth in the Offer to Purchase
under the caption "The Tender Offer -- Procedures for Tendering
Notes -- Guaranteed Delivery"), together with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any
required signature guarantees and any other documents required by the Letter of
Transmittal, will be received by the Depositary at its address set forth above
within three New York Stock Exchange, Inc. trading days after the date of
execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and Notes
to the Depositary within the time period shown herein. Failure to do so could
result in a financial loss to such Eligible Institution.
Name of Firm:
- --------------------------------------------------------------------------------
Authorized Signature:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Zip Code)
Area Code and Telephone Number:
- ---------------------------------------------------------------------------
<PAGE> 1
SPORTSLINE USA, INC.
6340 N.W. 5TH WAY
FORT LAUDERDALE, FLORIDA 33309
To the Holders of 5% Convertible Subordinated Notes due 2006 of SportsLine USA,
Inc.:
SportsLine USA, Inc., a Delaware corporation ("SportsLine"), is offering to
purchase for cash (the "Tender Offer") any and all of its outstanding 5%
Convertible Subordinated Notes due 2006 (the "Notes"), upon the terms and
subject to the conditions set forth in the enclosed Offer to Purchase dated
September 21, 1999 (the "Offer to Purchase") and the related Letter of
Transmittal (the "Letter of Transmittal").
The consideration for each $1,000 principal amount of Notes tendered
pursuant to the Tender Offer shall be $750, plus accrued and unpaid interest
from October 1, 1999 up to, but not including, the date of payment.
Please read the Offer to Purchase and the other enclosed materials relating
to the Tender Offer carefully. If you require assistance, you should consult
your financial, tax or other professional advisors. Holders who wish to
participate in the Tender Offer are asked to respond promptly by completing and
returning the Letter of Transmittal (enclosed), and all other required
documentation, to State Street Bank and Trust Company, the Depositary for the
Tender Offer, or to electronically transmit their acceptance of the Tender Offer
by causing The Depository Trust Company ("DTC") to transfer Notes to the
Depositary in accordance with DTC's Automated Tender Offer Procedures for
transfer.
IF YOU HAVE QUESTIONS REGARDING THE TERMS OF THE TENDER OFFER, PLEASE
DIRECT YOUR QUESTIONS TO MARK MCGLADE AT BANCBOSTON ROBERTSON STEPHENS INC., 555
CALIFORNIA STREET, SUITE 2600, SAN FRANCISCO, CALIFORNIA 94104 AT (415) 693-3215
OR (800) 234-2663. IN ADDITION, MORROW & CO., INC. IS ACTING AS OUR INFORMATION
AGENT FOR THE TENDER OFFER AND CAN BE REACHED AT 445 PARK AVENUE, 5TH FLOOR, NEW
YORK, NEW YORK 10022, TELEPHONE (212) 754-8000 OR (800) 566-9061. ANY QUESTIONS,
REQUESTS FOR ASSISTANCE OR REQUESTS FOR COPIES OF THE TENDER OFFER MATERIALS
SHOULD BE DIRECTED TO THE INFORMATION AGENT.
Thank you for your time and effort in reviewing this request.
Very truly yours,
SPORTSLINE USA, INC.
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
5% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(CUSIP 848934 AA 3, 848934 AB 1 AND 848934 AC 9)
OF
SPORTSLINE USA, INC.
THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
OCTOBER 19, 1999, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE
"EXPIRATION DATE"). HOLDERS OF NOTES MUST TENDER THEIR NOTES ON OR PRIOR TO THE
EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER CONSIDERATION. TENDERS OF
NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
September 21, 1999
To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees:
Enclosed for your consideration is an Offer to Purchase (the "Offer to
Purchase") and a Letter of Transmittal (the "Letter of Transmittal" and,
together with the Offer to Purchase, the "Offer Documents"), relating to the
offer (the "Tender Offer") by SportsLine USA, Inc., a Delaware corporation
("SportsLine"), to purchase for cash any and all of its outstanding 5%
Convertible Subordinated Notes due 2006 (the "Notes").
The consideration for each $1,000 principal amount of Notes tendered
pursuant to the Tender Offer shall be $750, plus accrued and unpaid interest
from October 1, 1999 up to, but not including, the date of payment.
SPORTSLINE'S OBLIGATION TO ACCEPT FOR PURCHASE AND TO PAY FOR NOTES VALIDLY
TENDERED PURSUANT TO THE TENDER OFFER IS CONDITIONED UPON THE SATISFACTION OF
THE GENERAL CONDITIONS (AS DEFINED IN THE OFFER TO PURCHASE).
Capitalized terms used herein and not defined herein shall have the
meanings assigned to them in the Offer to Purchase.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Offer to Purchase;
2. Letter of Transmittal for your use and for the information of your
clients;
3. Notice of Guaranteed Delivery to be used to accept the Tender Offer if
the Letter of Transmittal, Notes and all other required documents cannot
be delivered to the Depositary by the Expiration Date;
4. A letter to the Holders of Notes from SportsLine;
5. A letter which may be sent to your clients for whose accounts you hold
Notes registered in your name or in the name of your nominee, with an
instruction form provided for obtaining such clients' instructions with
respect to the Tender Offer;
6. Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9 providing information relating to backup federal
income tax withholding; and
7. A return envelope addressed to State Street Bank and Trust Company, the
Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
OCTOBER 19, 1999, UNLESS EXTENDED.
SportsLine will not pay any fees or commissions to any broker, dealer,
commercial bank, trust company or other person in connection with the
solicitation of tenders of Notes pursuant to the Tender Offer. SportsLine, upon
request, will reimburse brokers, dealers, commercial banks, and trust companies
for reasonable and customary mailing and handling expenses incurred by them in
forwarding any of the enclosed materials to their clients. SportsLine will pay
all transfer taxes to purchase and transfer the Notes pursuant to the Tender
Offer, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
<PAGE> 2
Questions, requests for assistance and any request for additional copies of
the Offer to Purchase, the Letter of Transmittal and Notice of Guaranteed
Delivery should be directed to the Information Agent. Any questions with respect
to the Tender Offer should be directed to the Dealer Manager at their respective
addresses and telephone numbers set forth on the back cover of the Offer to
Purchase.
Very truly yours,
BANCBOSTON ROBERTSON STEPHENS
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF SPORTSLINE, THE DEALER MANAGER, THE DEPOSITARY,
THE INFORMATION AGENT, THE TRUSTEE, OR OF ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE TENDER OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
5% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(CUSIP 848934 AA 3, 848934 AB 1 AND 848934 AC 9)
OF
SPORTSLINE USA, INC.
THE TENDER OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
OCTOBER 19, 1999, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE
"EXPIRATION DATE"). HOLDERS OF NOTES MUST TENDER THEIR NOTES ON OR PRIOR TO THE
EXPIRATION DATE IN ORDER TO RECEIVE THE TENDER OFFER CONSIDERATION. TENDERS OF
NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
September 21, 1999
To Our Clients:
Enclosed for your consideration is an Offer to Purchase (the "Offer to
Purchase") and a Letter of Transmittal (the "Letter of Transmittal" and,
together with the Offer to Purchase, the "Offer Documents"), relating to the
offer (the "Tender Offer") by SportsLine USA, Inc., a Delaware corporation
("SportsLine"), to purchase for cash any and all of its outstanding 5%
Convertible Subordinated Notes due 2006 (the "Notes").
WE ARE THE HOLDER OF RECORD OF THE NOTES HELD BY US FOR YOUR ACCOUNT. A
TENDER OF SUCH NOTES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT
TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER NOTES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to have us tender Notes on
your behalf in respect of any or all of the Notes held by us for your account,
upon the terms and subject to the conditions set forth in the Offer Documents.
Your attention is directed to the following:
1. The consideration for each $1,000 principal amount of Notes tendered
pursuant to the Tender Offer shall be $750, plus accrued and unpaid
interest from October 1, 1999 up to, but not including, the date of
payment.
2. SportsLine's obligation to accept for purchase and to pay for Notes
validly tendered pursuant to the Tender Offer is conditioned upon the
satisfaction of the General Conditions (as defined in the Offer to
Purchase).
3. The Tender Offer will expire at 5:00 p.m., New York City time, on
Tuesday, October 19, 1999, unless the Tender Offer is extended. Tendered
Notes may be withdrawn at any time on or prior to the Expiration Date.
4. If you wish to tender any or all of your Notes, we must receive your
instructions in ample time to permit us to effect a valid tender on your
behalf of Notes on or prior to the Expiration Date.
If you wish to have us tender any or all of your Notes held by us or your
account upon the terms set forth in the Offer to Purchase, please so instruct us
by completing, executing and returning to us the Instruction Form contained in
this letter. An envelope in which to return your instructions to us is enclosed.
If you authorize the tender of your Notes, all such Notes will be tendered
unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS SHOULD BE
FORWARDED TO US IN AMPLE TIME
<PAGE> 2
TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION
DATE.
The Tender Offer is not being made to (nor will tenders of Notes be
accepted from or on behalf of) Holders of Notes in any jurisdiction in which the
making or acceptance of the Tender Offer would not be in compliance with the
laws of such jurisdiction. However, SportsLine, in its sole discretion, may take
such action as it may deem necessary to make the Tender Offer in any such
jurisdiction, and may extend the Tender Offer to Holders of Notes in such
jurisdiction.
<PAGE> 3
INSTRUCTION FORM WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
5% CONVERTIBLE SUBORDINATED NOTES DUE 2006
OF
SPORTSLINE USA, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated September 21, 1999 and the related Letter of Transmittal
in connection with the offer (the "Tender Offer") by SportsLine USA, Inc., a
Delaware corporation (the "Company"), to purchase for cash any and all of its
outstanding 5% Convertible Subordinated Notes due 2006 (the "Notes").
This will instruct you to tender to the Company the aggregate principal
amount of Notes indicated below held by you for the account or benefit of the
undersigned (or, if no amount is indicated below, for all of the aggregate
principal amount of Notes held by you for the account of the undersigned) upon
the terms and subject to the conditions set forth in the Tender Offer.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
UNDERSIGNED. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE DELIVERY.
Aggregate Principal Amount of Notes to be Tendered:
SIGN HERE*
--------------------------------------
Please type or print name(s)
--------------------------------------
Date:
--------------------------------------
Area Code and Telephone Number:
--------------------------------------
Taxpayer Identification or Social
Security Number:
--------------------------------------
* Unless otherwise indicated, it will be assumed that we should tender all of
the aggregate principal amount of Notes held by us for your account.
<PAGE> 1
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. Employee identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
<TABLE>
<CAPTION>
- -----------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -----------------------------------------------------------
<S> <C> <C>
1. An individual The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, any
one of the
individuals(1)
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person
7. a. The usual revocable savings The grantor-trustee
trust account (grantor is
also trustee)
b. So-called trust account
that is not a legal or valid
trust under State law
8. Sole proprietorship account The owner(4)
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -----------------------------------------------------------
<S> <C> <C>
9. A valid trust, estate, or The legal entity (do
pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State
or local government, school
district, or prison) that
receives agricultural program
payments
- -----------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) 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> 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service 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) 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.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a nonexempt trust describe in
section 4947(a)(1).
- 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.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by a 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).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451
- Payments made by certain foreign organizations.
- Payments made to a nominee.
<PAGE> 3
Exempt Payees described above should file form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041(A)(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest or other payments to give taxpayer identification numbers to payers who
must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1993, payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTIES 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 a
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) 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.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE> 1
FOR IMMEDIATE RELEASE
FOR INFORMATION CONTACT:
<TABLE>
<S> <C>
Kenneth Sanders Larry Wahl
Senior Vice President/ Director of Investor Relations and
Chief Financial Officer Corporate Communications
SportsLine USA, Inc. SportsLine USA, Inc.
(954) 351-2120, ext. 7900 (954) 351-2120, ext. 7225
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SPORTSLINE USA, INC. COMMENCES CASH TENDER OFFER FOR ANY AND ALL
OF ITS OUTSTANDING 5% CONVERTIBLE SUBORDINATED NOTES DUE 2006
FORT LAUDERDALE, FL (SEPTEMBER 21, 1999) -- SportsLine USA, Inc. (Nasdaq:
SPLN) today announced that it has commenced an offer (the "Offer") to purchase
any and all of its outstanding 5% Convertible Subordinated Notes due 2006 (the
"Notes"). As of September 20, 1999, there were $90.0 million aggregate principal
amount of the Notes outstanding.
The Offer will expire at 5:00 p.m. New York City time on October 19, 1999,
unless extended (the "Expiration Date"). The purchase price per $1,000 principal
amount of Notes in the Offer will be $750, plus accrued and unpaid interest from
October 1, 1999 up to, but not including, the date of payment.
Requests for documents relating to the Offer may be directed to Morrow &
Co., Inc., the information agent for the Offer, at (800) 566-9061. Questions
regarding the Offer may be directed to BancBoston Robertson Stephens (contact
Mark McGlade), the exclusive dealer manager for the Offer, at (800) 234-2663.
ABOUT SPORTSLINE USA, INC.
SportsLine USA, Inc. is at the leading edge of media companies, providing
Internet sports content, community and e-commerce on a global basis. SportsLine
USA's content includes more than 400,000 pages of multimedia sports information,
entertainment and merchandise. SportsLine USA was founded in 1994 and its
flagship Internet sports service (cbs.sportsline.com) was renamed CBS SportsLine
in March of 1997 as part of an exclusive promotional and content agreement with
CBS Sports. SportsLine USA produces the official league Web sites for Major
League Baseball, the PGA TOUR and NFL Europe League, and serves as the primary
sports content provider for America Online, Netscape and Excite. In May 1999,
the Company commenced operations in Europe through its majority-owned
subsidiary, SportsLine Europe Limited.
Note: This press release contains forward-looking statements, which involve
risks and uncertainties. SportsLine USA's actual results could differ materially
from those anticipated in these forward-looking statements. Factors that might
cause or contribute to such differences include, among others, competitive
pressures, the growth rate of the Internet, constantly changing technology and
market acceptance of the company's products and services. Investors are also
directed to consider the other risks and uncertainties discussed in SportsLine
USA's Securities and Exchange Commission filings, including those discussed
under the caption "Risk Factors That May Affect Future Results" in SportsLine
USA's latest Annual Report on Form 10-K. SportsLine USA undertakes no obligation
to publicly release the result of any revisions to these forward-looking
statements, which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
