EXHIBIT 99.3
------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998,
UNLESS EXTENDED (THE "EXPIRATION DATE").
MCLEODUSA INCORPORATED
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE ITS 8 3/8% SENIOR NOTES DUE MARCH 15, 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
8 3/8% SENIOR NOTES DUE MARCH 15, 2008
PURSUANT TO THE PROSPECTUS DATED , 1998
The Exchange Agent
for the Exchange Offer is:
UNITED STATES TRUST COMPANY OF NEW YORK
By Facsimile: By Mail:
(212) 780-0592 United States Trust Company of New York
Attention: Customer Service P.O. Box 843 Cooper Station
Confirm by Telephone to: (800) 548-6565 New York, New York 10276
Attention: Corporate Trust Services
By Hand before 4:30 p.m.: By Overnight Courier and By Hand
after 4:30 p.m.:
United States Trust Company of New York United States Trust Company of New York
111 Broadway 770 Broadway, 13th Floor
New York, New York 10006 New York, New York 10003
Attention: Lower Level Corporate Trust
Window
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of 1998 Senior
Notes (as defined below) either if 1998 Senior Notes are to be forwarded
herewith or if tenders of 1998 Senior Notes are to be made by book-entry
transfer to an account maintained by United States Trust Company of New York
(the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering 1998
Senior Notes" in the Prospectus.
Holders of 1998 Senior Notes whose certificates (the "Certificates") for
such 1998 Senior Notes are not immediately available or who cannot deliver
their Certificates, this Letter of Transmittal and all other required
documents to the Exchange Agent on or prior to the Expiration Date or who
cannot complete the procedures for book-entry transfer on a timely basis, may
tender their 1998 Senior Notes according to the guaranteed delivery procedures
set forth in "The Exchange Offer--Procedures for Tendering 1998 Senior Notes"
in the Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
List below the 1998 Senior Notes of which you are a holder. If the space
provided below is inadequate, list the certificate numbers and principal
amount on a separate signed schedule and attach that schedule to this Letter
of Transmittal. See Instruction 3.
ALL TENDERING HOLDERS COMPLETE THIS BOX:
DESCRIPTION OF 1998 SENIOR NOTES TENDERED
- -------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(FILL IN, IF BLANK) 1998 SENIOR NOTES TENDERED
- --------------------------------------------------------------------------------------------------------
CERTIFICATE
NUMBER(S)*
(ATTACH ADDITIONAL PRINCIPAL AMOUNT PRINCIPAL AMOUNT
LIST (ATTACH ADDITIONAL TENDERED (IF LESS
IF NECESSARY) LIST IF NECESSARY) THAN ALL)**
--------------------------------------------------------------------
$
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
TOTAL AMOUNT TENDERED: $ $
- -------------------------------------------------------------------------------
* Need not be completed by book-entry holders. Such holders should check
the appropriate box below and provide the requested information.
** Need not be completed if tendering for exchange all 1998 Senior Notes
held. 1998 Senior Notes may be tendered in whole or in part in integral
multiples of $1,000 principal amount. All 1998 Senior Notes held shall
be deemed tendered unless a lesser number is specified in this column.
See Instruction 4.
2
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY. SEE INSTRUCTION 1)
[_] CHECK HERE IF TENDERED 1998 SENIOR NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
DTC Account Number: ________________________________________________________
Transaction Code Number: ___________________________________________________
[_] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED 1998 SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Notice of Guaranteed Delivery: _____________________________________
Institution Which Guaranteed Delivery: _____________________________________
If Guaranteed Delivery is to be made by book-entry transfer:
Name of Tendering Institution: _____________________________________________
DTC Account Number: ________________________________________________________
Transaction Code Number: ___________________________________________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED 1998 SENIOR NOTES FOR
YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
_____________________________________________________________________
Telephone Number and Contact Person: _______________________________________
3
LADIES AND GENTLEMEN:
The undersigned hereby tenders to McLeodUSA Incorporated, a Delaware
corporation (the "Company"), the above described principal amount of the
Company's 8 3/8 Senior Notes due March 15, 2008 (the "1998 Senior Notes") in
exchange for a like principal amount of the Company's 8 3/8% Senior Notes due
March 15, 2008 (the "1998 Exchange Notes"), which have been registered under
the Securities Act of 1933 (the "Securities Act"), upon the terms and subject
to the conditions set forth in the Prospectus dated , 1998 (as the same may
be amended or supplemented from time to time, the "Prospectus"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which,
together with the Prospectus, constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of the 1998 Senior
Notes tendered herewith, the undersigned hereby sells, assigns and transfers
to or upon the order of the Company all right, title and interest in and to
such 1998 Senior Notes as are being tendered herewith. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact (with full knowledge that the Exchange Agent is also acting
as agent of the Company in connection with the Exchange Offer and as Trustee
under the 1998 Senior Note Indenture for the 1998 Senior Notes and the 1998
Exchange Notes) with respect to the tendered 1998 Senior Notes, with full
power of substitution (such power of attorney being an irrevocable power
coupled with an interest), subject only to the right of withdrawal described
in the Prospectus, to: (i) deliver such 1998 Senior 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 1998 Exchange Notes to be issued in exchange for
such 1998 Senior Notes; (ii) present Certificates for such 1998 Senior Notes
for transfer, and to transfer such 1998 Senior Notes on the account books
maintained by DTC; and (iii) receive for the account of the Company all
benefits and otherwise exercise all rights of beneficial ownership of such
1998 Senior 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 1998
SENIOR 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 1998 SENIOR 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, SALE, ASSIGNMENT AND TRANSFER
OF THE 1998 SENIOR NOTES TENDERED HEREBY. THE UNDERSIGNED HAS READ AND AGREES
TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the 1998 Senior
Notes tendered hereby should be printed above, if they are not already set
forth above, as they appear on the Certificates representing such 1998 Senior
Notes. The Certificate number(s) and the 1998 Senior Notes that the
undersigned wishes to tender should be indicated in the appropriate boxes
above.
If any tendered 1998 Senior Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more 1998 Senior
Notes than are tendered or accepted for exchange, Certificates for such
nonexchanged or nontendered 1998 Senior Notes will be returned (or, in the
case of 1998 Senior Notes tendered by book-entry transfer, such 1998 Senior
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.
4
The undersigned understands that tenders of 1998 Senior Notes pursuant to
any one of the procedures described in "The Exchange Offer--Procedures for
Tendering 1998 Senior Notes" in the Prospectus and in the instructions herein
will, upon the Company's acceptance for exchange of such tendered 1998 Senior
Notes, constitute a binding agreement between the undersigned and the Company
upon the terms and subject to the conditions of the Exchange Offer. The
undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Company may not be required to accept for exchange any of the
1998 Senior Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the 1998 Exchange
Notes be issued in the name(s) of the undersigned or, in the case of a book-
entry transfer of 1998 Senior Notes, that such 1998 Exchange Notes be credited
to the account indicated above maintained at DTC. If applicable, substitute
Certificates representing 1998 Senior Notes not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of 1998 Senior Notes, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please deliver 1998 Exchange Notes to the undersigned
at the address shown below the undersigned's signature.
BY TENDERING 1998 SENIOR 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), OR IF THE UNDERSIGNED IS AN AFFILIATE, THE UNDERSIGNED WILL
COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
SECURITIES ACT TO THE EXTENT APPLICABLE; (ii) ANY 1998 EXCHANGE NOTES TO BE
RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS
BUSINESS; AND (iii) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH
ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE
SECURITIES ACT) OF 1998 EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER.
IF THE UNDERSIGNED IS NOT A BROKER-DEALER, BY TENDERING 1998 SENIOR NOTES AND
EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND AGREES
THAT IT IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION OF
1998 EXCHANGE NOTES. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE
1998 EXCHANGE NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR 1998 SENIOR NOTES
PURSUANT TO THE EXCHANGE OFFER, BY TENDERING 1998 SENIOR NOTES AND EXECUTING
THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED REPRESENTS AND AGREES THAT SUCH
1998 SENIOR NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL
DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN
CONNECTION WITH ANY RESALE OF 1998 EXCHANGE NOTES (PROVIDED THAT, BY SO
ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE
DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE
SECURITIES ACT). THE COMPANY HAS AGREED THAT STARTING ON THE EXPIRATION DATE
AND ENDING ON THE CLOSE OF BUSINESS ON THE FIRST ANNIVERSARY OF THE EXPIRATION
DATE, IT WILL MAKE THE PROSPECTUS AVAILABLE TO ANY PARTICIPATING BROKER-DEALER
IN CONNECTION WITH ANY SUCH RESALE.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus and in the Instructions contained in this Letter of
Transmittal, this tender is irrevocable.
5
PLEASE SIGN HERE
PLEASE SIGN HERE
_____________________________________ _______________________________________
Authorized Signature Authorized Signature
Name:________________________________ Name:__________________________________
Title:_______________________________ Title:_________________________________
Address:_____________________________ Address:_______________________________
_____________________________________ _______________________________________
Telephone Number:____________________ Telephone Number:______________________
Dated:_______________________________ Dated:_________________________________
_____________________________________ _______________________________________
Taxpayer Identification or Social Taxpayer Identification or Social
Security Number Security Number
(NOTE: Signature(s) must be guaranteed if required by Instructions 2 and 5.
This Letter of Transmittal must be signed by the registered holder(s) exactly
as the name(s) appear(s) on Certificate(s) for the 1998 Senior Notes hereby
tendered or on a security position listing, or by any person(s) authorized to
become the registered holder(s) by endorsements and documents transmitted
herewith, including such opinions of counsel, certifications and other
information as may be required by the Company or the Trustee for the 1998
Senior Notes to comply with the restrictions on transfer applicable to the
1998 Senior Notes. If signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting
in a fiduciary capacity or representative capacity, please set forth the
signer's full title. See Instructions 2 and 5. Please complete substitute Form
W-9 below.)
6
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 2 AND 5)
Signature(s) Guaranteed by an
Eligible Institution:____________________________ Date:______________________
AUTHORIZED SIGNATURE
Name of Eligible Institution
Guaranteeing Signature:______________________________________________________
Address:______________________________
Capacity (full title):____________ ______________________________________
Telephone Number:_________________ ______________________________________
- --------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS(SEE SPECIAL DELIVERY INSTRUCTIONS (SEE
INSTRUCTIONS 2, 5 AND 6) INSTRUCTIONS 2, 5 AND 6)
To be completed ONLY if the 1998 To be completed ONLY if 1998
Exchange Notes or any 1998 Senior Exchange Notes or any 1998 Senior
Notes that are not tendered are to Notes that are not tendered are to
be issued in the name of someone be sent to someone other than the
other than the registered hold- registered holder(s) of the 1998
er(s) of the 1998 Senior Notes Senior Notes whose name(s)
whose name(s) appear(s) above. appear(s) above, or to such
registered holder(s) at an address
other than that shown above.
Issue:
[_] 1998 Senior Notes not tendered, to:
[_] 1998 Exchange Notes, to: Mail:
Name(s) ___________________________ [_] 1998 Senior Notes not tendered,
to:
Address ___________________________ [_] 1998 Exchange Notes, to:
___________________________________ Name(s)____________________________
Telephone Number:__________________ Address ___________________________
___________________________________
Telephone Number:__________________
- ------------------------------------ ___________________________________
(TAX IDENTIFICATION OR SOCIAL (TAX IDENTIFICATION OR SOCIAL
SECURITY NUMBER) SECURITY NUMBER)
7
INSTRUCTIONS
(FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER)
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in "The
Exchange Offer--Procedures for Tendering 1998 Senior Notes" in the Prospectus.
Certificates, or timely confirmation of a book-entry transfer of such 1998
Senior Notes into the Exchange Agent's account at DTC, as well as this Letter
of Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein on or prior to the Expiration Date. The term "book-
entry confirmation" means a timely confirmation of book-entry transfer of 1998
Senior Notes into the Exchange Agent's account at DTC. 1998 Senior Notes may
be tendered in whole or in part in integral multiples of $1,000 principal
amount.
Holders who wish to tender their 1998 Senior Notes and: (i) whose
Certificates for such 1998 Senior Notes are not immediately available; (ii)
who cannot deliver their Certificates, this Letter of Transmittal and all
other required documents to the Exchange Agent prior to the Expiration Date;
or (iii) who cannot complete the procedures for delivery by book-entry
transfer on a timely basis, may tender their 1998 Senior 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 1998 Senior Notes" in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form accompanying this Letter of
Transmittal, must be received by the Exchange Agent prior to the Expiration
Date; and (iii) the Certificates (or a book-entry confirmation) representing
all tendered 1998 Senior Notes, in proper form for transfer, together with a
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange trading days after the date of execution
of such Notice of Guaranteed Delivery, all as provided in "The Exchange
Offer--Procedures for Tendering 1998 Senior 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 the Notice of Guaranteed
Delivery. For 1998 Senior Notes to be properly tendered pursuant to the
guaranteed delivery procedure, the Exchange Agent must receive a Notice of
Guaranteed Delivery prior to the Expiration Date. As used herein and in the
Prospectus, "Eligible Institution" means a firm or other entity identified in
Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution,"
including (as such terms are defined therein): (i) a bank; (ii) a broker,
dealer, municipal securities broker or dealer or government securities broker
or dealer; (iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association.
THE METHOD OF DELIVERY OF 1998 SENIOR NOTES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS
USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE
OBTAINED. NO LETTER OF TRANSMITTAL OR 1998 SENIOR NOTES SHOULD BE SENT TO THE
COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL
BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH
HOLDERS.
8
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 shall include any participant in DTC whose name
appears on a security position listing as the owner of the 1998 Senior Notes)
of 1998 Senior Notes tendered herewith, unless such holder has completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" above; or (ii) such 1998 Senior Notes are
tendered for the account of a firm that is an Eligible Institution. In all
other cases, an Eligible Institution must guarantee the signature(s) on this
Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned "Description
of 1998 Senior Notes Tendered" is inadequate, the Certificate number(s) and/or
the principal amount of 1998 Senior 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 1998 Senior Notes will
be accepted only in integral multiples of $1,000 principal amount. If less
than all the 1998 Senior Notes evidenced by any Certificate submitted are to
be tendered, fill in the principal amount of 1998 Senior Notes which are to be
tendered in the box entitled "Principal Amount Tendered (if less than all)."
In such case, new Certificate(s) for the remainder of the 1998 Senior Notes
that were evidenced by the old Certificate(s) will be sent to the tendering
holder, unless the appropriate boxes on this Letter of Transmittal are
completed, promptly after the Expiration Date. All 1998 Senior 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 1998 Senior Notes may be
withdrawn at any time prior to the Expiration Date. In order for a withdrawal
to be effective, a written, telegraphic or facsimile transmission of such
notice of withdrawal must be timely received by the Exchange Agent at its
address set forth above prior to the Expiration Date. Any such notice of
withdrawal must specify the name of the person who tendered the 1998 Senior
Notes to be withdrawn, the aggregate principal amount of 1998 Senior Notes to
be withdrawn, and (if Certificates for such 1998 Senior Notes have been
tendered) the name of the registered holder of the 1998 Senior Notes as set
forth on the Certificate(s), if different from that of the person who tendered
such 1998 Senior Notes. If Certificates for 1998 Senior Notes have been
delivered or otherwise identified to the Exchange Agent, the notice of
withdrawal must specify the serial numbers on the particular Certificates for
the 1998 Senior Notes to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution, except in the case
of 1998 Senior Notes tendered for the account of an Eligible Institution. If
1998 Senior Notes have been tendered pursuant to the procedures for book-entry
transfer set forth in "The Exchange Offer--Procedures for Tendering 1998
Senior Notes," the notice of withdrawal must specify the name and number of
the account at DTC to be credited with the withdrawal of 1998 Senior Notes and
must otherwise comply with the procedures of DTC. Withdrawals of tenders of
1998 Senior Notes may not be rescinded. 1998 Senior Notes properly withdrawn
will not be deemed validly tendered for purposes of the Exchange Offer, but
may be retendered at any subsequent time prior to the Expiration Date by
following any of the procedures described in the Prospectus under "The
Exchange Offer--Procedures for Tendering 1998 Senior Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, which determination shall be final and binding on all
parties. Neither the Company, any affiliates of the Company, the Exchange
Agent or any other person shall be under any duty to give any notification of
any defects or irregularities in any notice of withdrawal or incur any
9
liability for failure to give any such notification. Any 1998 Senior Notes
which have been tendered but which are withdrawn will be returned to the
holder thereof 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 1998
Senior Notes tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the Certificate(s) or on a security
position listing, without alteration, enlargement or any change whatsoever.
If any of the 1998 Senior 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 1998 Senior Notes are registered in different names on
several Certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
names in which Certificates are registered.
If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing and must submit proper evidence
satisfactory to the Company, in its sole discretion, of such persons'
authority to so act.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the 1998 Senior Notes listed and transmitted hereby,
the Certificate(s) must be endorsed or accompanied by appropriate bond
power(s), signed exactly as the name(s) of the registered owner appear(s) on
the Certificate(s), and also must be accompanied by such opinions of counsel,
certifications and other information as the Company or the Trustee for the
1998 Senior Notes may require in accordance with the restrictions on transfer
applicable to the 1998 Senior Notes. Signature(s) on such Certificate(s) or
bond power(s) must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If 1998 Exchange Notes or
Certificates for 1998 Senior Notes not exchanged are to be issued in the name
of a person other than the signer of this Letter of Transmittal, or are to be
sent to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. In the case of issuance in a different name,
the taxpayer identification number of the person named must also be indicated.
Holders tendering 1998 Senior Notes by book-entry transfer may request that
1998 Senior Notes not exchanged be credited to such account maintained at DTC
as such holder may designate. If no such instructions are given, 1998 Senior
Notes not exchanged will be returned by mail or, if tendered by book-entry
transfer, by crediting the account indicated above maintained at DTC.
7. IRREGULARITIES. The Company will determine, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of 1998 Senior Notes,
which determination shall be final and binding on all parties. The Company
reserves the absolute right, in its sole and absolute discretion, to reject
any and all tenders determined by it not to be in proper form or the
acceptance for exchange of which may, in the view of counsel to 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 to the Exchange Offer"
or any defect or irregularity in any tender of 1998 Senior Notes of any
particular holder whether or not similar defects 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 1998 Senior Notes
will be deemed to have been validly made until all defects or irregularities
with respect to such tender have been cured or waived. Neither the Company,
any affiliates of the Company, the Exchange Agent, or any other person shall
be under any duty to give any notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.
10
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth above. Additional copies of the Prospectus, the
Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained
from the Exchange Agent or from your broker, dealer, commercial bank, trust
company or other nominee.
9. BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income tax
law, a holder whose tendered 1998 Senior Notes are accepted for exchange is
required to provide the Exchange Agent with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Exchange
Agent is not provided with the correct TIN, the Internal Revenue Service (the
"IRS") may subject the holder or other payee to a $50 penalty. In addition,
payments to such holders or other payees with respect to 1998 Senior Notes
exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked, the holder or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN
is provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-
9. If the holder furnishes the Exchange Agent with its TIN within 60 days
after the date of the Substitute Form W-9, the amounts retained during the 60
day period will be remitted to the holder and no further amounts shall be
retained or withheld from payments made to the holder thereafter. If, however,
the holder has not provided the Exchange Agent with its TIN within such 60 day
period, amounts withheld will be remitted to the IRS as backup withholding. In
addition, 31% of all payments made thereafter will be withheld and remitted to
the IRS until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the 1998 Senior Notes or of the last transferee appearing on the transfers
attached to, or endorsed on, the 1998 Senior Notes. If the 1998 Senior Notes
are registered in more than one name or are not in the name of the actual
owner, consult the Instructions to Form W-9 (Request for Identification Number
and Certification) for additional guidance on which number to report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the
face thereof, to avoid possible erroneous backup withholding. A foreign person
may qualify as an exempt recipient by submitting a properly completed IRS Form
W-8, signed under penalties of perjury, attesting to that holder's exempt
status. Please consult the Instructions to Form W-9 (Request for
Identification Number and Certification) for additional guidance on which
holders are exempt from backup withholding.
Backup withholding is not an additional U.S. federal income tax. Rather, the
U.S. federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
10. MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate
representing 1998 Senior Notes has been mutilated, lost, destroyed or stolen,
the holder should promptly notify the Exchange Agent. The holder will then be
instructed as to the steps that must be taken in order to replace the
Certificate. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, destroyed or
stolen Certificates have been followed.
11
11. SECURITY TRANSFER TAXES. Holders who tender their 1998 Senior Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that if 1998 Exchange Notes are to be delivered to, or are
to be issued in the name of, any person other than the registered holder of
the 1998 Senior Notes tendered, or if a transfer tax is imposed for any reason
other than the exchange of 1998 Senior Notes in connection with the Exchange
Offer, then the amount of any such transfer tax (whether imposed on the
registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such transfer tax or exemption
therefrom is not submitted with the Letter of Transmittal, the amount of such
transfer tax will be billed directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF), TOGETHER
WITH CERTIFICATES REPRESENTING TENDERED 1998 SENIOR NOTES OR A BOOK ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
12
TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS:
(SEE INSTRUCTION 9)
PAYER'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK
PART 1--PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR
SUBSTITUTE TIN ON THE LINE AT RIGHT AND EMPLOYER IDENTIFICATION
CERTIFY BY SIGNING AND NUMBER
FORM W-9 DATING BELOW -----------------------
----------------------------------------------------------
DEPARTMENT OF PART 2--CERTIFICATION--Under penalties of perjury, I
THE TREASURY certify that:
INTERNAL (1) The number shown on this form is my correct
REVENUE SERVICE taxpayer identification number (or I am waiting for
a number to be issued to me);
PAYER'S (2) I am not subject to backup withholding either
REQUEST FOR because: (a) I am exempt from backup withholding;
TAXPAYER'S (b) I have not been notified by the Internal
IDENTIFICATION Revenue Service ("IRS") that I am subject to backup
NUMBER (TIN) withholding as a result of a failure to report all
interest or dividends; or (c) the IRS has notified
me that I am no longer subject to backup
withholding; and
(3) Any other information provided on this form is true
and correct.
CERTIFICATION INSTRUCTIONS--You must cross out item (2)
above if you have been notified by the IRS that you are
subject to backup withholding because of underreporting
interest or dividends on your tax return and you have
not been notified by the IRS that you are no longer
subject to backup withholding.
----------------------------------------------------------
SIGNATURE ____________________________ PART 3--
Awaiting
TIN [_]
DATE _________________________________
----------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN
CERTAIN CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING OF
31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
----------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and
either (1) I have mailed or delivered an application to
receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social
Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I
understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of
all payments made to me on account of the Exchange
Notes shall be retained until I provide a taxpayer
identification number to the Exchange Agent and that,
if I do not provide my taxpayer identification number
within 60 days, such retained amounts shall be remitted
to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me
thereafter will be withheld and remitted to the
Internal Revenue Service until I provide a taxpayer
identification number.
SIGNATURE: _________________ DATE: __________________
13