EXHIBIT 99.3
HORIZON PCS, INC.
OFFER TO EXCHANGE
REGISTERED 13 3/4% SENIOR NOTES DUE 2011
FOR ANY AND ALL OUTSTANDING
13 3/4% SENIOR NOTES DUE 2011
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ____________,
2002, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF OUTSTANDING NOTES MUST TENDER THEIR OUTSTANDING NOTES ON OR
PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE REGISTERED NOTES. TENDERS
OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION
DATE.
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____________, 2002
To Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees:
Enclosed for your consideration is a Prospectus (the "Prospectus") and a
Letter of Transmittal (the "Letter of Transmittal") which together describe the
offer (the "Exchange Offer") by Horizon PCS, Inc., a Delaware corporation (the
"Company"), to exchange its Registered 13 3/4% Senior Notes due 2011 (the
"Registered Notes") for any and all of its outstanding 13 3/4% Senior Notes due
2011 (the "Outstanding Notes").
Capitalized terms used herein and not defined herein shall have the
meanings assigned to them in the Prospectus.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Prospectus;
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 Exchange Offer
if the Letter of Transmittal, Outstanding Notes and all other required
documents cannot be delivered to the Exchange Agent by the Expiration
Date;
4. A letter which may be sent to your clients for whose accounts you hold
Outstanding 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 Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to backup federal
income tax withholding; and
6. A return envelope addressed to Wells Fargo Bank Minnesota, National
Association, the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
____________, 2002, UNLESS EXTENDED.
The Company 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 Outstanding Notes pursuant to the Exchange Offer.
The Company, 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. The Company will pay all transfer taxes to exchange and transfer the
Outstanding Notes pursuant to the Exchange Offer, except as otherwise provided
in Instruction 13 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to Wells
Fargo Bank Minnesota, National Association, the Exchange Agent, at its address
and telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
HORIZON PCS, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF THE COMPANY, THE EXCHANGE 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 WITH RESPECT TO THE
EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
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HORIZON PCS, INC.
OFFER TO EXCHANGE
REGISTERED 13 3/4% SENIOR NOTES DUE 2011
FOR ANY AND ALL OUTSTANDING
13 3/4% SENIOR NOTES DUE 2011
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ______________,
2002, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF OUTSTANDING NOTES MUST TENDER THEIR OUTSTANDING NOTES ON OR
PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE REGISTERED NOTES. TENDERS
OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION
DATE.
- --------------------------------------------------------------------------------
______________, 2002
To Our Clients:
Enclosed for your consideration is a Prospectus (the "Prospectus") and a
Letter of Transmittal (the "Letter of Transmittal") which together describe the
offer (the "Exchange Offer") by Horizon PCS, Inc., a Delaware corporation (the
"Company"), to exchange its Registered 13 3/4% Senior Notes due 2011 (the
"Registered Notes") for any and all of its outstanding 13 3/4% Senior Notes due
2011 (the "Outstanding Notes").
WE ARE THE HOLDER OF RECORD OF THE OUTSTANDING NOTES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF SUCH OUTSTANDING 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
OUTSTANDING NOTES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender
Outstanding Notes on your behalf in respect of any or all of the Outstanding
Notes held by us for your account, upon the terms and subject to the conditions
of the Exchange Offer.
Your attention is directed to the following:
1. The Company will issue $1,000 principal amount at maturity of
Registered Notes for each $1,000 principal amount at maturity of
Outstanding Notes accepted in the Exchange Offer. You may instruct us
to tender some or all of your Outstanding Notes in the Exchange Offer.
Outstanding Notes may be tendered only in minimum denominations of
$1,000 principal amount and integral multiples of $1,000 in excess
thereof.
2. The Exchange Offer will expire at 5:00 p.m., New York City time, April
26, 2001, unless the Exchange Offer is extended. Tendered Outstanding
Notes may be withdrawn at any time on or prior to the Expiration Date.
3. If you wish to tender any or all of your Outstanding Notes, we must
receive your instructions in ample time to permit us to effect a valid
tender on your behalf of Outstanding Notes on or prior to the
Expiration Date.
If you wish to have us tender any or all of your Outstanding Notes held by
us for your account upon the terms set forth in the Prospectus and Letter of
Transmittal, 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
Outstanding Notes, all such Outstanding Notes will be tendered unless otherwise
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specified on the Instruction Form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US
IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR PRIOR TO THE
EXPIRATION DATE.
The Exchange Offer is not being made to (nor will tenders of Outstanding
Notes be accepted from or on behalf of) Holders of Notes in any jurisdiction in
which the making or acceptance of the Exchange Offer would not be in compliance
with the laws of such jurisdiction. However, the Company, in its sole
discretion, may take such action as it may deem necessary to make the Exchange
Offer in any such jurisdiction, and may extend the Exchange Offer to Holders of
Outstanding Notes in such jurisdiction.
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INSTRUCTION FORM WITH RESPECT TO THE
OFFER TO EXCHANGE
REGISTERED 13 3/4% SENIOR NOTES DUE 2011
FOR ANY AND ALL OUTSTANDING
13 3/4% SENIOR NOTES DUE 2011
OF
HORIZON PCS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus (the "Prospectus") and Letter of Transmittal (the "Letter of
Transmittal") which together describe the offer (the "Exchange Offer") by
Horizon PCS, Inc., a Delaware corporation (the "Company"), to exchange its
Registered 13 3/4% Senior Notes due 2011 (the "Registered Notes") for any and
all of its outstanding 13 3/4% Senior Notes due 2011 (the "Outstanding Notes").
This will instruct you to tender to the Company the aggregate principal
amount of Outstanding 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 Outstanding Notes held by you for the account of
the undersigned) upon the terms and subject to the conditions of the Exchange
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 Outstanding 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 Outstanding Notes held by us for your account.
1459800