EXHIBIT 1.03
LETTER OF TRANSMITTAL
OFFER FOR ALL OUTSTANDING
9% SERIES A SENIOR SUBORDINATED NOTES DUE 2011
IN EXCHANGE FOR
9% SERIES B SENIOR SUBORDINATED NOTES DUE 2011
OF
SALEM COMMUNICATIONS HOLDING CORPORATION
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2001, UNLESS EXTENDED
The Exchange Agent is The Bank of New York, whose mailing address,
facsimile number and telephone number are as follows:
By Hand, Overnight Courier, By Facsimile: By U.S. Mail
or Registered/Certified Mail Delivery:
(212) 815-6339
The Bank of New York The Bank of New York
101 Barclay Street Confirm Facsimile By P. O. Box 11265
Bond Redemption Unit Telephone: Church Street Station Fiscal Agencies
Lobby Level Dept. 101B 7E
New York, NY 10286 Carolle Montreuil New York, NY 10286
Attn: Carolle Montreuil (212) 815-5920 Attn: Carolle Montreuil
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be completed by holders of Old Notes (as
defined herein) either if Old Notes are to be forwarded herewith or if tenders
of Old Notes are to be made by book-entry transfer to an account maintained by
The Bank of New York (the "Exchange Agent") at The Depository Trust Company (the
"DTC") pursuant to the procedures set forth in "THE EXCHANGE OFFER -- Procedures
for Tendering Old Notes" in the Prospectus (as defined herein).
Holders of Old Notes whose certificates (the "Certificates") for such Old
Capital Securities are not immediately available or who cannot deliver their
Certificates and all other required documents to the Exchange Agent on or prior
to the Expiration Date (as defined in the Prospectus) or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Old
Notes according to the guaranteed delivery procedures set forth in "THE EXCHANGE
OFFER -- Procedures for Tendering Old Notes" in the Prospectus.
If any tendered Old Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if Certificates are submitted for more Old Notes than are
tendered or accepted for exchange, Certificates for such nonexchanged or
nontendered Old Notes will be returned (or in the case of Old Notes tendered by
book-entry transfer, such Old Notes will be credited to an account maintained at
DTC), without expenses to the tendering holder promptly following the Expiration
Date (as defined in the Prospectus).
DELIVERY OF DOCUMENTS TO THE DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
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DESCRIPTION OF SECURITIES TENDERED
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NAME AND ADDRESS OF REGISTERED HOLDER
AS IT APPEARS ON THE PRIVATELY PLACED
9% SERIES A SENIOR SUBORDINATED NOTES CERTIFICATE NUMBER(S) PRINCIPAL AMOUNT OF
DUE 2011 OF OLD NOTES TRANSMITTED OLD NOTES TRANSMITTED
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
Account Number
Transaction Code Number
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
Window Ticket Number (if any)
Date of Execution of Notice Guaranteed Delivery
Name of Institution which Guaranteed Delivery
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution
Account Number
Transaction Code Number
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND ANY NON-EXCHANGED OLD
NOTES ARE TO BE RETURNED BY CREDITING DTC ACCOUNT NUMBER SET FORTH ABOVE.
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Ladies and Gentlemen:
1. The undersigned hereby agrees to exchange the aggregate principal amount
of privately placed 9% Series A Senior Subordinated Notes Due 2011 (the "Old
Notes") for a like principal amount of 9% Series B Senior Subordinated Notes Due
2011 (the "Exchange Notes") of Salem Communications Holding Corporation, a
Delaware corporation ("Salem Holding"), guaranteed on a senior subordinated
basis by Salem Communications Corporation, a Delaware corporation ("Parent") all
of Parent's current subsidiaries except Salem Holding (the "Subsidiaries" and
with Parent, the "Guarantors") upon the terms and subject to the conditions
contained in the Registration Statement on Form S-4 filed by Salem Holding and
the Guarantors with the Securities and Exchange Commission (the "Registration
Statement") and the accompanying Prospectus dated , 2001 included
therein (the "Prospectus"), receipt of which is hereby acknowledged.
2. The undersigned hereby acknowledges and agrees that the Exchange Notes
will bear interest from and including June 25, 2001, the date of issuance of the
Old Notes. Accordingly, the undersigned will forego accrued but unpaid interest
on his, her or its Old Notes that are exchanged for Exchange Notes from and
including June 25, 2001 but will receive such interest under the Exchange Notes.
3. The undersigned hereby represents and warrants that he, she or it has
full authority to tender the Old Notes described above. The undersigned will,
upon request, execute and deliver any additional documents deemed by Salem
Holding to be necessary or desirable to complete the exchange of the Old Notes.
4. The undersigned understands that the tender of the Old Notes pursuant to
all of the procedures set forth in the Prospectus will constitute an agreement
between the undersigned and Salem Holding as to the terms and conditions set
forth in the Prospectus.
5. The undersigned hereby represents and warrants that the undersigned (i)
is not an affiliate of Salem Holding or any Guarantor within the meaning of Rule
405 of the Securities Act of 1933, as amended (the "Securities Act") and (ii) is
acquiring the Exchange Notes in the ordinary course of the business of the
undersigned and, if the undersigned is not a broker-dealer, that the undersigned
is not engaged in, and does not intend to engage in, a distribution of the
Exchange Notes.
6. If the undersigned is a broker-dealer, (i) it hereby represents and
warrants that it acquired the Old Notes for its own account as a result of
market-making activities or other trading activities and (ii) it hereby
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act, in connection with any resale of the Exchange Notes received
hereby. The acknowledgment contained in the foregoing sentence shall not be
deemed an admission that the undersigned is an "underwriter" within the meaning
of the Securities Act.
7. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
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SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 1)
To be completed ONLY if the Exchange Notes are to be issued in the name of
someone other than the undersigned or are to be sent to someone other than the
undersigned or to the undersigned at an address other than that provided above.
Issue to:
Name
(PLEASE PRINT)
Address
(INCLUDE ZIP CODE)
Telephone No.
(INCLUDE AREA CODE)
Mail to:
Name
(PLEASE PRINT)
Address
(INCLUDE ZIP CODE)
Telephone No.
(INCLUDE AREA CODE)
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SIGNATURE
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(NAME OF REGISTERED HOLDER)
By:
Name:
Title:
(Must be signed by registered holder exactly as name appears on
Certificates for Old Notes or on the register of holders of Old Notes
maintained by The Bank of New York, as trustee for the Old Notes (the
"Trustee"), or any person(s) authorized to become the registered holder(s)
of the Old Notes by endorsements and documents transmitted herewith
(including such opinions of counsel, certifications and other information
as may be required by the Trustee to comply with the restrictions on
transfer applicable to the Old Notes). If signature is by trustee,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 3.)
Address:
Telephone No.:
(INCLUDE AREA CODE)
Taxpayer Identification No.:
Signature Guaranteed By:
(SEE INSTRUCTION 1)
Title:
Name of Institution:
Address:
Telephone No.:
(INCLUDE AREA CODE)
Date:
PLEASE READ THE INSTRUCTIONS BELOW, WHICH
FORM A PART OF THIS LETTER OF TRANSMITTAL
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INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must
be guaranteed by a firm that is a member of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or by
a commercial bank or trust company having an office in the United States which
is a member of a recognized Medallion Signature Program approved by the
Securities Transfer Association, Inc. (an "Eligible Institution") unless (i) the
"Special Issuance and Delivery Instructions" above have not been completed or
(ii) the Old Notes described above are tendered for the account of an Eligible
Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD NOTES. This Letter of
Transmittal is to be completed either if (i) Certificates are to be forwarded
herewith or (ii) tenders are to be made pursuant to the procedures for tender by
book-entry transfer set forth in "THE EXCHANGE OFFER -- Procedures for Tendering
Old Notes" in the Prospectus. Certificates, or timely confirmation of a
book-entry transfer of such Old Notes into the Exchange Agent's account at the
DTC, as well as this Letter of Transmittal (of facsimile thereof), properly
completed and duly executed, with any required signature guarantees, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein on or prior to the Expiration
Date. Old Notes may be tendered in whole or in part in the principal amount of
integral multiples of $1,000.
THE METHOD OF DELIVERY OF OLD NOTES AND OTHER DOCUMENTS IS AT THE ELECTION
AND RISK OF THE RESPECTIVE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL (WITH
RETURN RECEIPT), PROPERLY INSURED, IS SUGGESTED.
3. GUARANTEED DELIVERY PROCEDURES. Registered holders who wish to tender
their Old Notes and (i) whose Old Notes are not immediately available or (ii)
who cannot deliver their Old Notes, the Letter of Transmittal or any other
required documents to the Exchange Agent prior to the Expiration Date, or (iii)
who cannot complete the procedures for delivery by book-entry transfer on a
timely basis may effect a tender if::
(a) The tender is made through an Eligible Institution;
(b) Prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
substantially in the form made available by Salem Holding; and
(c) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the Certificate(s) (or a Book-Entry
Confirmation (as defined in the Prospectus)) representing all tendered Old
Notes in proper form for transfer and all other documents required by the
Letter of Transmittal are received by the Exchange Agent within five New
York Stock Exchange trading days after the Expiration Date.
Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to registered holders who wish to tender their Old Notes according to the
guaranteed delivery procedures set forth above.
4. SIGNATURES ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by a person other than a registered holder
of any Old Notes, such Old Notes must be endorsed or accompanied by appropriate
bond powers, in either case signed exactly as the name or names of the
registered holder or holders appear on the Old Notes.
If this Letter of Transmittal or any Old Notes or bond power is signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
person should so indicate when signing, and, unless waived by Salem Holding,
proper evidence satisfactory to Salem Holding of their authority to so act must
be submitted.
5. EXCHANGE OF OLD NOTES ONLY. Only the above-described Old Notes may be
exchanged for Exchange Notes pursuant to the Exchange Offer.
6. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be
accepted only in the principal amount of integral multiples of $1,000.
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time on or prior to the Expiration Date. In order for a withdrawal to be
effective on or prior to that time, a written, telegraphic, telex or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth
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above or in the Prospectus on or prior to the Expiration Date. Any such notice
of withdrawal must specify the name of the person who tendered the Old Notes to
be withdrawn, the aggregate principal amount of Old Notes to be withdrawn, and
(if Certificates for Old Notes have been tendered) the name of the registered
holder of the Old Notes as set forth on the Certificates for the Old Notes, if
different from that of the person who tendered such Old Notes. If Certificates
for the Old Notes have been delivered or otherwise identified to the Exchange
Agent, then prior to the physical release of such Certificates for the Old
Notes, the tendering holder must submit the serial numbers shown on the
particular Certificates for the Old Notes, the tendering holder must submit the
serial numbers shown on the particular Certificates for the Old Notes to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution, except in the case of Old Notes tendered for the account
of an Eligible Institution. If Old Notes have been tendered pursuant to the
procedures for book-entry transfer set forth in the Prospectus under "THE
EXCHANGE OFFER -- Procedures for Tendering Old Notes," the notice of withdrawal
must specify the name and number of the account at the DTC to be credited with
the withdrawal of Old Notes, in which case a notice of withdrawal will be
effective if delivered to the Exchange Agent by written, telegraphic, telex or
facsimile transmission. Withdrawals of tenders of Old Notes may not be
rescinded. Old Notes properly withdrawn will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered at any subsequent time on
or prior to the Expiration Date by following any of the procedures described in
the Prospectus under "THE EXCHANGE OFFER -- Procedures for Tendering Old Notes."
6. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old Notes
will be resolved by Salem Holding, whose determination will be final and
binding. The Company reserves the absolute right to reject any or all tenders
that are not in proper form or the acceptance of which would, in the opinion of
counsel for Salem Holding, be unlawful. The Company also reserves the right to
waive any irregularities or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Unless waived, any irregularities in connection with tenders or
consents must be cured within such time as Salem Holding shall determine.
Neither Salem Holding nor the Exchange Agent shall be under any duty to give
notification of defects in such tenders or shall incur liabilities for failure
to give such notification. Tenders of Old Notes will not be deemed to have been
made until such irregularities have been cured or waived. Any Old Notes received
by the Exchange Agent that are not properly tendered and as to which the
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holder thereof.
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IMPORTANT TAX INFORMATION
Under current Federal income tax law, an Old Note holder whose tendered Old
Notes are accepted for payment generally is required to provide the Exchange
Agent (as agent for the payer) with his or her correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If such Old Note holder is an
individual, the TIN is his or her social security number. If the Exchange Agent
is not provided with the correct TIN, the Old Note holder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, payments that
are made to such Old Note holders with respect to Exchange Notes exchanged
pursuant to the Offer may be subject to backup withholding.
Certain Old Note holders (including, among others, all corporations and
certain foreign individuals) may not be subject to these backup withholding and
reporting requirements. Exempt Old Note holders should indicate their exempt
status on Substitute Form W-9. In order for a foreign individual to qualify as
an exempt recipient, that Old Note holder must submit a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to his or her exempt status. Such statements can be obtained from the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31 percent of any such payments made to the Old Note holder. Backup withholding
is not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to an Old Note
holder with respect to Old Notes exchanged pursuant to the Offer, each Old Note
holder is required to notify the Exchange Agent of his, her or its correct TIN
by completing the Substitute Form W-9 below certifying the TIN provided on such
form is correct (or that such Old Note holder is awaiting a TIN) and that (i)
the Old Note holder has not been notified by the Internal Revenue Service that
he, she or it is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified the Old Note holder that he, she or it is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Old Note holder is required to give the Exchange Agent the social
security number or employer identification number of the record owner of the Old
Notes. If the Old Notes are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report.
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PAYER'S NAME: THE BANK OF NEW YORK AS AGENT
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING
DEPARTMENT OF THE BELOW Social Security Number
TREASURY OR
INTERNAL REVENUE SERVICE
Employer Identification Number
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PART 2 -- Certification Under penalties of perjury, I certify that:
PAYOR'S REQUEST
FOR TAXPAYER (1) The number shown on this form is my correct Taxpayer Identification Number (or I
IDENTIFICATION am waiting for a number to be issued to me) and
NUMBER "TIN"
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends or (c) the IRS has notified me that I am no
longer subject to backup withholding.
Certification Instructions -- You must cross out Item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because of
under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such Item (2).
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PART 3
SIGNATURE: DATE: Awaiting
TIN [ ]
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NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31
PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 31
percent of all reportable payments made to me thereafter will be withheld until
I provide a number.
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SIGNATURE DATE
9