<Page>
EXHIBIT 99.1
CITIZENS COMMUNICATIONS COMPANY
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE ITS
6.375% SENIOR NOTES DUE 2004
7.625% SENIOR NOTES DUE 2008
9.00% SENIOR NOTES DUE 2031
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, FOR ANY AND ALL OF ITS
OUTSTANDING 6.375% SENIOR NOTES DUE 2004
OUTSTANDING 7.625% SENIOR NOTES DUE 2008
OUTSTANDING 9.00% SENIOR NOTES DUE 2031
PURSUANT TO THE PROSPECTUS DATED , 2001
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2001, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE
--------------------------------------------------------------------------------
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE CHASE MANHATTAN BANK
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BY REGISTERED OR CERTIFIED MAIL: BY HAND OR OVERNIGHT DELIVERY:
The Chase Manhattan Bank The Chase Manhattan Bank
55 Water Street, Second Floor 55 Water Street, Second Floor
Room 234 - North Building Room 234 - North Building
New York, NY 10041 New York, NY 10041
</Table>
BY FACSIMILE TRANSMISSION:
(Eligible Institutions Only)
(212) 638-7380
or (212) 638-7381
CONFIRM BY TELEPHONE:
Victor Matis
(212) 638-0459
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Capitalized terms used but not defined in this Letter of Transmittal have
the same meaning given them in the Prospectus (as defined below).
The Registration Statement on Form S-4 (File No. 333- ) of which
such Prospectus is a part was declared effective by the Securities and Exchange
Commission on , 2001.
Holders of Initial Notes (as defined below) should complete this Letter of
Transmittal either if Initial Notes are to be forwarded herewith or if tenders
of Initial Notes are to be made by book-entry transfer to an account maintained
by the Exchange Agent (as defined below) at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in "The Exchange Offer--Procedures for
Tendering Initial Notes" in the Prospectus and an "Agent's Message" (as defined
below) is not delivered. Tenders by book-entry transfer may also be made by
delivering an Agent's Message in lieu of this Letter of Transmittal.
Holders of Initial Notes whose certificates (the "Certificates") for such
Initial Notes 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 or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Initial Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer--Procedures for
Tendering Initial Notes" in the Prospectus.
SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
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Ladies and Gentlemen:
The undersigned hereby tenders to Citizens Communications Company, a
Delaware corporation (the "Company"), the aggregate principal amount of the
Company's outstanding 6.375% Senior Notes Due 2004, 7.625% Senior Notes Due
2008, and 9.00% Senior Notes Due 2031 (collectively the "Initial Notes")
described in Box 1 below, in exchange for a like aggregate principal amount of
the Company's new 6.375% Senior Notes Due 2004, 7.625% Senior Notes Due 2008,
and 9.00% Senior Notes Due 2031 (the "New Notes") that have been registered
under the Securities Act of 1933 (the "Securities Act"), upon the terms and
subject to the conditions set forth in the Prospectus dated , 2001
(as it may be amended or supplemented from time to time, the "Prospectus"),
receipt of which is acknowledged, and in this Letter of Transmittal (which,
together with the Prospectus, constitutes the "Exchange Offer").
Subject to, and effective upon, the acceptance for exchange of all or any
portion of the Initial Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Company all right, title and interest in and to such Initial Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
The Chase Manhattan Bank (the "Exchange Agent") as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent is also acting as
agent of the Company in connection with the Exchange Offer) with respect to the
tendered Initial Notes, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), subject only
to the right of withdrawal described in the Prospectus, to (i) deliver
Certificates for Initial Notes to the Company together with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company,
upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes
to be issued in exchange for such Initial Notes, (ii) present Certificates for
such Initial Notes for transfer, and to transfer the Initial Notes on the books
of the Company, and (iii) receive for the account of the Company all benefits
and otherwise exercise all rights of beneficial ownership of such Initial Notes,
all in accordance with the terms and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE INITIAL
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE INITIAL
NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE INITIAL NOTES TENDERED
HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE EXCHANGE
AND REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 16, 2001 (THE "REGISTRATION
RIGHTS AGREEMENT"). THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF
THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Initial Notes
tendered hereby should be printed in Box 1 below, if they are not already set
forth therein, as they appear on the Certificates representing such Initial
Notes. The Certificate number(s) and the aggregate principal amount of Initial
Notes that the undersigned wishes to tender should also be indicated in Box 1
below.
If any tendered Initial Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Initial Notes
than are tendered or accepted for exchange, Certificates for such nonexchanged
or nontendered Initial Notes will be returned (or, in the case of Initial Notes
tendered by book-entry transfer, such Initial Notes will be credited to an
account maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Initial Notes pursuant to any
one of the procedures described under "The Exchange Offer--Procedures for
Tendering Initial Notes" in the Prospectus and in the instructions hereto will,
upon the Company's acceptance for exchange of such tendered Initial Notes,
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
2
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The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer--Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived by the
Company, in whole or in part, in the reasonable discretion of the Company), as
more particularly set forth in the Prospectus, the Company may not be required
to exchange any of the Initial Notes tendered hereby and, in such event, the
Initial Notes not exchanged will be returned to the undersigned at the address
shown in Box 1.
Unless otherwise indicated herein in the box entitled "Special Exchange
Instructions" below (Box 7), the undersigned hereby directs that the New Notes
be issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Initial Notes, that such New Notes be credited to the account
indicated below maintained at DTC. If applicable, substitute Certificates
representing Initial Notes not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Initial
Notes, will be credited to the account indicated below maintained at DTC.
Similarly, unless otherwise indicated herein in the box entitled "Special
Delivery Instructions" below (Box 8), the undersigned hereby directs that the
New Notes be delivered to the undersigned at the address shown below the
undersigned's signature.
The Exchange Offer is not being made to any broker-dealer who purchased
Initial Notes directly from the Company for resale pursuant to Rule 144A under
the Securities Act or any person that is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act. The undersigned understands
and agrees that the Company reserves the right not to accept tendered Initial
Notes from any tendering holder if the Company determines, in its discretion,
that such acceptance could result in a violation of applicable securities laws
or interpretations thereof.
BY TENDERING INITIAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF THE COMPANY (WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES
ACT), (II) ANY NEW NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN
THE ORDINARY COURSE OF ITS BUSINESS AND (III) THE UNDERSIGNED IS NOT
PARTICIPATING, DOES NOT INTEND TO PARTICIPATE AND HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE, IN A DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF NEW NOTES TO BE RECEIVED IN THE EXCHANGE
OFFER. BY TENDERING INITIAL NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING
THIS LETTER OF TRANSMITTAL, A HOLDER OF INITIAL NOTES THAT IS A BROKER-DEALER
ACKNOWLEDGES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF
OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION
TO THIRD PARTIES DESCRIBED UNDER "THE EXCHANGE OFFER--REGISTRATION RIGHTS" IN
THE PROSPECTUS, THAT SUCH INITIAL NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR
ITS OWN ACCOUNT NOT DIRECTLY FROM THE COMPANY, BUT AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES (SUCH A BROKER-DEALER TENDERING INITIAL
NOTES IS HEREIN REFERRED TO AS A "PARTICIPATING BROKER-DEALER") AND AGREES THAT
IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME)
MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF
SUCH NEW NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A
PROSPECTUS, SUCH PARTICIPATING BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT
IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
Each Participating Broker-Dealer should check the box under the caption
"Participating Broker-Dealer" (Box 5) in order to receive additional copies of
the Prospectus, and any amendments and supplements thereto, for use in
connection with resales of the New Notes, as well as any notices from the
Company to suspend and resume use of the Prospectus.
Each New Note will bear interest from the most recent date on which interest
has been paid or duly provided for on the Initial Note surrendered in exchange
for such New Note or, if no such interest has been paid or duly provided for on
such Initial Note, from August 16, 2001. Holders of Initial Notes whose Initial
Notes are accepted for exchange will not receive accrued interest on such
Initial Notes for any period from and after the last Interest Payment Date to
which interest has been paid or duly provided for on such Initial Notes prior to
the original issue date of the New Notes or, if no such interest has been paid
or duly provided for, will not receive any accrued interest on such Initial
Notes, and will be deemed to have waived the right to receive any interest on
such Initial
3
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Notes accrued from and after such Interest Payment Date or, if no such interest
has been paid or duly provided for, from and after August 16, 2001.
The undersigned understands that the delivery and surrender of the Initial
Notes is not effective, and the risk of loss of the Initial Notes does not pass
to the Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, or a manually signed facsimile hereof, properly completed and duly
executed, with any required signature guarantees, together with all accompanying
evidences of authority and any other required documents in form satisfactory to
the Company. All questions as to form of all documents and the validity
(including time of receipt) and acceptance of tenders and withdrawals of Initial
Notes will be determined by the Company, in its sole discretion, which
determination will be final and binding.
All authority conferred or agreed to be conferred in this Letter of
Transmittal will survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder will be binding upon the undersigned's
heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns. Except pursuant to
the withdrawal rights as set forth in the Prospectus, this tender is
irrevocable.
Please read this entire Letter of Transmittal carefully before completing
the boxes below and follow the instructions included herewith.
The Exchange Offer is not being made to (nor will tenders of Initial Notes
be accepted from or on behalf of) holders in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
Your bank or broker can assist you in completing this form. The instructions
included with this Letter of Transmittal must be followed. Questions and
requests for assistance or for additional copies of the Prospectus, this Letter
of Transmittal and the Notice of Guaranteed Delivery may be directed to the
Exchange Agent, whose address and telephone number appear on the front cover of
this Letter of Transmittal.
SEE INSTRUCTION 8.
4
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List below the Outstanding Notes to which this letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Outstanding Notes should be listed on a separate signed schedule affixed hereto.
ALL TENDERING HOLDERS COMPLETE BOX 1:
<Table>
<Caption>
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BOX 1
DESCRIPTION OF INITIAL NOTES TENDERED
(SEE INSTRUCTIONS 3 & 4 BELOW)
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AGGREGATE AGGREGATE
CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, NUMBER(S) OF REPRESENTED BY OF INITIAL NOTES
EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) INITIAL NOTES CERTIFICATE(S) BEING TENDERED**
-----------------------------------------------------------------------------------------------------------------------------------
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-------------------------------------------------------
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TOTAL
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</Table>
* Need not be completed by book-entry holders (see below)
** The minimum permitted tender is $1,000 in principal amount. All tenders must
be in integral multiples of $1,000 in principal amount. The aggregate
principal amount of all Initial Note Certificates identified in this Box 1,
or delivered to the Exchange Agent herewith, will be deemed tendered unless
a lesser number is specified in this column. See Instruction 4.
5
<Page>
<Table>
BOX 2
BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1 BELOW)
/ / CHECK HERE IF TENDERED INITIAL 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
DTC Account Number
Transaction Code Number
</Table>
Holders of Initial Notes may tender Initial Notes by book-entry transfer by
crediting the Initial Notes to the Exchange Agent's account at DTC in accordance
with DTC's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, and all Holders
of Initial Notes who hold through DTC and who wish to accept the Exchange Offer
must do so. DTC participants that are accepting the Exchange Offer should
transmit their acceptance to DTC, which will edit and verify the acceptance and
execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will
then send a computer-generated message (an "Agent's Message") to the Exchange
Agent for its acceptance in which the holder of the Initial Notes acknowledges
and agrees to be bound by the terms of, and makes the representations and
warranties contained in, this Letter of Transmittal, and the DTC participant
confirms on behalf of itself and the beneficial owners of such Initial Notes all
provisions of this Letter of Transmittal (including any representations and
warranties) applicable to it and such beneficial owner as fully as if it had
completed the information required herein and executed and transmitted this
Letter of Transmittal to the Exchange Agent. Delivery of the Agent's Message by
DTC will satisfy the terms of the Exchange Offer as to execution and delivery of
a Letter of Transmittal by the participant identified in the Agent's Message.
DTC participants may also accept the Exchange Offer by submitting a Notice of
Guaranteed Delivery through ATOP.
<Table>
BOX 3
NOTICE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 1 BELOW)
/ / CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF
GUARANTEED DELIVERY IF TENDERED INITIAL 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
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution which guaranteed delivery
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY
TRANSFER:
Name of Tendering Institution:
DTC Account Number
Transaction Code Number
</Table>
6
<Page>
<Table>
BOX 4
RETURN OF NON-EXCHANGED INITIAL NOTES
TENDERED BY BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1 BELOW)
/ / CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND
NON-EXCHANGED INITIAL NOTES ARE TO BE RETURNED BY CREDITING
THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
</Table>
<Table>
BOX 5
PARTICIPATING BROKER-DEALER
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE
INITIAL NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF
MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING
BROKER-DEALER") AND WISH TO RECEIVE TEN ADDITIONAL COPIES
OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO, AS WELL AS ANY NOTICES FROM THE COMPANY TO SUSPEND
AND RESUME USE OF THE PROSPECTUS. PROVIDE THE NAME OF THE
INDIVIDUAL WHO SHOULD RECEIVE, ON BEHALF OF THE HOLDER,
ADDITIONAL COPIES OF THE PROSPECTUS, AND AMENDMENTS AND
SUPPLEMENTS THERETO, AND ANY NOTICES TO SUSPEND AND RESUME
USE OF THE PROSPECTUS.
Name
Address
Telephone No.
Facsimile No.
</Table>
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Initial Notes that were acquired as a result of
market- making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
7
<Page>
BOX 6
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
Signature of registered holder(s) or
Authorized Signatory (ies):_____________________________________________________
Date:___________________________________________________________________________
Note: The above lines must be signed by the registered holder(s) of Initial
Notes as their name(s) appear(s) on the Initial person(s) authorized by the
registered holder(s) (evidence of which authorization must be transmitted with
this Letter of Transmittal. 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. See Instruction 5.
Name(s):________________________________________________________________________
(Please Type or Print)
Capacity:_______________________________________________________________________
Address:________________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number:_________________________________________________
Tax Identification or Social Security Number:___________________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Signature(s) Guaranteed by
an Eligible Institution:________________________________________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name and Firm)
Date:_______________________________
Area Code and Telephone Number:_________________________________________________
Tax Identification or Social Security Number:___________________________________
8
<Page>
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BOX 7
SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6 BELOW)
To be completed ONLY if certificates for the Initial Notes not exchanged
and/or Certificates for the New Notes are to be issued in the name of
someone other than the registered holder(s) of the Initial Notes whose
name(s) appear(s) above.
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
-----------------------------------------------------
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BOX 8
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6 BELOW)
To be completed ONLY if certificates for Initial Notes not exchanged
and/or Certificates for the New Notes are to be sent to someone other than
the registered holder of the Initial Notes whose name(s) appear(s) above, or
to such registered holder(s) at an address other than that shown above.
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
------------------------------------------------------------
9
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<Table>
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BOX 9
PAYOR'S NAME: CITIZENS COMMUNICATIONS COMPANY
-------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN
FORM W-9 TAXPAYER IDENTIFICATION NUMBER (SOCIAL SECURITY NUMBER OR
DEPARTMENT OF THE TREASURY ("TIN") AND CERTIFY BY SIGNING EMPLOYER IDENTIFICATION NUMBER)
INTERNAL REVENUE SERVICE AND DATING BELOW
(IF AWAITING TIN, WRITE "APPLIED FOR")
------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER PART 2 -- Check the box if you are NOT subject to backup withholding under
IDENTIFICATION NUMBER ("TIN") the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because
AND CERTIFICATION (1) you have not been notified that you are subject to backup withholding as
a result of failure to report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no longer subject to backup
withholding / /
------------------------------------------------------------------------
Payor's Request for TIN-CERTIFICATION -- Under the penalties of perjury I
certify that the information provided on this form is true, correct and
complete.
Signature(s):
-------------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART 1
OF THE SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION
NUMBER
--------------------------------------------------------------------------------
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number by the time of
payment, 31% of all payments made to me on account of the New Notes will be
retained until I provide a taxpayer identification number to the Exchange Agent
and that if I do not provide my taxpayer identification number within 60 days,
such retained amounts will be remitted to the Internal Revenue Service as
backup withholding and 31% of all reportable payments made to me thereafter
will be withheld and remitted to the Internal Revenue Service until I provide a
taxpayer identification number.
Signature _______________________________ Date _______________________________
--------------------------------------------------------------------------------
10
<Page>
INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF
THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
GENERAL
Please do not send Certificates for Initial Notes directly to the Company.
Your Initial Note Certificates, together with your signed and completed Letter
of Transmittal and any required supporting documents, should be mailed or
otherwise delivered to the Exchange Agent at the address indicated on the first
page hereof. The method of delivery of Certificates, this Letter of Transmittal
and all other required documents is at your sole option and risk and the
delivery will be deemed made only when actually received by the Exchange Agent.
If delivery is by mail, registered mail with return receipt requested, properly
insured, or overnight delivery service is recommended. In all cases, sufficient
time should be allowed to ensure timely delivery.
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES
This Letter of Transmittal is to be completed by holders of Initial Notes
(which term, for purposes of the Exchange Offer, includes any participant in DTC
whose name appears on a security position listing as the holder of such Initial
Notes) if either (a) Certificates for such Initial Notes are to be forwarded
herewith or (b) tenders are to be made pursuant to the procedures for tender by
book-entry transfer set forth in "The Exchange Offer--Procedures for Tendering
Initial Notes" in the Prospectus, and an Agent's Message is not delivered.
Tenders by book-entry transfer may also be made by delivering an Agent's Message
in lieu of this Letter. The term "Agent's Message" means a message, transmitted
by DTC to and received by the Exchange Agent and forming a part of a book-entry
confirmation, which states that DTC has received an express acknowledgment from
the tendering Participant, which acknowledgment states that such Participant has
received and agrees to be bound by, and makes the representations and warranties
contained in, this Letter of Transmittal and that the Company may enforce this
Letter of Transmittal against such Participant. Certificates representing the
tendered Initial Notes, or timely confirmation of a book-entry transfer of such
Initial Notes into the Exchange Agent's account at DTC, as well as a properly
completed and duly executed copy of this Letter of Transmittal, or a facsimile
hereof (or, in the case of a book- entry transfer, an Agent's Message), a
substitute Form W-9 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 5:00 p.m., New York City time, on the Expiration Date, or
the tendering holder must comply with the guaranteed delivery procedures set
forth below. Initial Notes may be tendered in whole or in part in the principal
amount of $1,000 and integral multiples of $1,000.
Holders who wish to tender their Initial Notes and (i) whose Initial Notes
are not immediately available or (ii) who cannot deliver their Initial Notes,
this Letter of Transmittal and all other required documents to the Exchange
Agent on or prior to the Expiration Date or (iii) who cannot complete the
procedures for delivery by book-entry transfer on a timely basis, may tender
their Initial Notes by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in
"The Exchange Offer--Procedures for Tendering Initial Notes" in the Prospectus
and by completing Box 3. Pursuant to these procedures: (i) such tender must be
made by or through an Eligible Institution (as defined below); (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form made available by the Company, must be received by the Exchange Agent on or
prior to the Expiration Date; and (iii) the Certificates (or a Book-Entry
Confirmation (as defined in the Prospectus)) representing all tendered Initial
Notes of such holder, in proper form for transfer, together with a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message) and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent within three New York Stock Exchange
trading days after the date of execution of such Notice of Guaranteed Delivery,
all as provided in "The Exchange Offer--Procedures for Tendering Initial Notes"
in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Initial Notes to
be properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration
Date. As used herein, "Eligible Institution" means a firm or other entity
identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor
institution," including (as such terms are defined therein) (i) a bank; (ii) a
broker, dealer, municipal securities broker or dealer or government securities
broker or dealer; (iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency; or (v) a savings
association that is a participant in the
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Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchange Medallion Program.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. GUARANTEE OF SIGNATURES
No signature guarantee on this Letter of Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in
DTC whose name appears on a security position listing as the owner of
the Initial Notes) of Initial Notes tendered herewith, unless such
holder(s) has (have) completed either the box entitled "Special Exchange
Instructions" (Box 7) or the box entitled "Special Delivery
Instructions" (Box 8) above; or
(ii) such Initial Notes are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature(s)
in Box 6 on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE
If the space provided in the box captioned "Description of Initial Notes
Tendered" is inadequate, the Certificate number(s) and/or the principal amount
of Initial Notes and any other required information should be listed on a
separate, signed schedule and attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS
Tenders of Initial Notes will be accepted only in the principal amount of
$1,000 and integral multiples of $1,000. If less than all the Initial Notes
evidenced by any Certificate submitted are to be tendered, fill in the principal
amount of Initial Notes that are to be tendered in Box 1 under the column
"Aggregate Principal Amount of Initial Notes Being Tendered." In such case, new
Certificate(s) for the remainder of the Initial Notes that were evidenced by the
Initial Notes Certificate(s) will be sent to the holder of the Initial Notes
promptly after the Expiration Date. All Initial Notes represented by
Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Initial Notes may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective, a written or facsimile transmission of such notice
of withdrawal must be timely received by the Exchange Agent at its address set
forth above on or prior to the Expiration Date. Any such notice of withdrawal
must (i) specify the name of the person having deposited the Initial Notes to be
withdrawn (the "Depositor"), (ii) identify the Initial Notes to be withdrawn
(including the Certificate number(s) and principal amount of such Initial Notes,
or, in the case of Initial Notes transferred by book-entry transfer, the name
and number of the account at DTC to be credited), (iii) be signed by the holder
in the same manner as the original signature on the Letter of Transmittal by
which such Initial Notes were tendered (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
Trustee register the transfer of such Initial Notes into the name of the person
withdrawing the tender and (iv) specify the name in which any such Initial Notes
are to be registered, if different from that of the Depositor. All questions as
to the validity, form and eligibility (including time of receipt) of such
notices will be determined by the Company, whose determination will be final and
binding on all parties. If Initial Notes have been tendered pursuant to the
procedures for book-entry transfer set forth in the Prospectus under "The
Exchange Offer--Procedures for Tendering Initial Notes," the notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Initial Notes, in which case a notice of withdrawal will
be effective if delivered to the Exchange Agent by written or facsimile
transmission. Initial Notes properly withdrawn will not be deemed validly
tendered for purposes of the Exchange Offer. Withdrawals of tenders of Initial
Notes may not be rescinded, but such Initial Notes 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 Initial Notes."
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Neither the Company, any affiliates or assigns of the Company, the Exchange
Agent nor any other person will be under any duty to give any notification of
any irregularities in any notice of withdrawal or incur any liability for
failure to give such notification (even if such notice is given to other
persons). Any Initial Notes that have been tendered but are withdrawn will be
returned to the holder thereof without cost to such holder promptly after
withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS
If this Letter of Transmittal is signed by the registered holder(s) of the
Initial Notes tendered hereby, the signature(s) must correspond with the name(s)
as written on the face of the Certificate(s) without alteration, addition or any
change whatsoever.
If any of the Initial Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Initial Notes are registered in different names on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by the Company, must
submit proper evidence satisfactory to the Company, in its sole discretion, of
such persons' authority to so act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Initial Notes listed and transmitted hereby, no endorsement(s) of Certificate(s)
or separate bond power(s) are required unless New Notes are to be issued in the
name of a person other than the registered holder(s). If New Notes are to be
issued in the name of a person other than the registered holder(s), however,
signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Initial Notes listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as the Company or the trustee for the Initial Notes may require in accordance
with the restrictions on transfer applicable to the Initial Notes. Signatures on
such Certificates or bond powers must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
If New Notes are to be issued in the name of a person other than the signer
of this Letter of Transmittal, or if New Notes are to be sent to someone other
than the signer of this Letter of Transmittal or to an address other than that
shown above, then Boxes 7 and 8 on this Letter of Transmittal should be
completed. Certificates for Initial Notes not exchanged will be returned by mail
or, if tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. DETERMINATION OF VALIDITY
The Company will determine, in its sole discretion, all questions as to the
form and execution of documents, validity, eligibility (including time of
receipt) and acceptance for exchange, or withdrawal, of any tender of Initial
Notes, which determination will be final and binding on all parties. The Company
reserves the absolute right to reject any and all tenders determined by it not
to be in proper form or the acceptance of which, or exchange for, may, in the
view of counsel to the Company, be unlawful. The Company also reserves the
absolute right, subject to applicable law, to waive any of the conditions of the
Exchange Offer set forth in the Prospectus under "The Exchange
Offer--Conditions" or any conditions or irregularity in any tender of Initial
Notes of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Initial Notes will be deemed to have been
validly made until all irregularities with respect to such tender have been
cured or waived. Neither the Company, any affiliates or assigns of the Company,
the Exchange Agent, nor any other person will be under any
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duty to give notification of any irregularities in tenders or incur any
liability for failure to give such notification (even if such notice is given to
other persons).
8. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES
Questions and requests for assistance may be directed to the Exchange Agent
at its address and telephone number set forth on the front of this Letter of
Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed
Delivery and the Letter of Transmittal may be obtained from the Exchange Agent.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9
For U.S. Federal income tax purposes, holders are required, unless an
exemption applies, to provide the Exchange Agent with such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 (Box 9) and to
certify, under penalty of perjury, that such number is correct and that he or
she is not subject to backup withholding. If the Exchange Agent is not provided
with the correct TIN, the Internal Revenue Service (the "IRS") may subject the
holder or other payee to a $50 penalty. In addition, payments to such holders or
other payees with respect to Initial Notes exchanged pursuant to the Exchange
Offer, or with respect to New Notes following the Exchange Offer, may be subject
to 31% backup withholding.
The tendering holder may write "Applied For" in Part 1 of the Substitute
Form W-9 (Box 9) 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 "Applied
For" is written, the holder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number following Substitute Form W-9 in order
to avoid backup withholding. Notwithstanding that "Applied For" is written and
the Certificate of Awaiting Taxpayer Identification Number is completed, the
Exchange Agent will withhold 31% of all payments made prior to the time a
properly certified TIN is provided to the Exchange Agent.
The holder is required to give the Exchange Agent the TIN (i.e., social
security number or employer identification number) of the registered owner of
the Initial Notes or of the last transferee appearing on the transfers attached
to, or endorsed on, the Initial Notes.
If the tendering holder is a nonresident alien or foreign entity not subject
to backup withholding, such holder must give the Company a completed Form W-8,
Certificate of Foreign Status. A copy of the Form W-8 may be obtained from the
Exchange Agent.
Backup withholding is not an additional U.S. Federal income tax. Rather, the
U.S. Federal income tax liability of a person subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
10. LOST, DESTROYED OR STOLEN CERTIFICATES
If any Certificate(s) representing Initial Notes have been lost, destroyed
or stolen, the holder should promptly notify the Exchange Agent. The holder will
then be instructed as to the steps that must be taken in order to replace the
Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
Certificate(s) have been completed.
11. SECURITY TRANSFER TAXES
Holders who tender their Initial Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith. If, however, New Notes are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Initial Notes tendered, or if a transfer tax is imposed
for any reason other than the exchange of Initial Notes in connection with the
Exchange Offer, then the amount of any such tax (whether imposed on the
registered holder or any other persons) is payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such taxes will be
billed directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
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