EXHIBIT 99.1
Letter of Transmittal
For Tenders of
11 5/8% Senior Subordinated Discount Notes Due 2009
of
TELECORP PCS, INC.
Pursuant to the Prospectus dated __________, 1999
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
________________, 1999, UNLESS EXTENDED. TENDERED SECURITIES MAY BE WITHDRAWN
AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER.
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The Exchange Agent for the Exchange Offer is:
Bankers Trust Company
By Mail:
BT Services Tennessee, Inc.
Reorganization Unit
P.O. Box 292737
Nashville, TN 37229-2737
Fax: 615-835-3701
By Overnight Mail or Courier:
BT Services Tennessee, Inc.
Corporate Trust & Agency Services
Reorganization Unit
648 Grassmere Park Road
Nashville, TN 37211
Confirm by Telephone
615-835-3572
By Hand:
Bankers Trust Company
Corporate Trust & Agency Services
Attn: Reorganization Department
Receipt & Delivery Window
123 Washington Street, 1st Floor
New York, NY 10006
Information 800-735-7777
(originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand delivery or by overnight delivery
services)
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 will not constitute a valid delivery. The
instructions accompanying this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed.
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 to them in the Prospectus referred to below.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus dated ___________, 1999 (the "Prospectus"), of TeleCorp PCS, Inc.
(the "Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"),
which together constitute the Issuer's offer (the "Exchange Offer") to exchange
an aggregate principal amount of up to $575,000,000 of its 11 5/8% Senior
Subordinated Discount Notes Due 2009, (the "Exchange Notes"), for a like
principal amount of the Issuer's issued and outstanding 11 5/8% Senior
Subordinated Discount Notes Due 2009 (the "Old Notes").
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
__________, 1999, unless the Issuer, in its reasonable discretion, extends the
Exchange Offer. The Issuer reserves the right, at any time or from time to
time, at its reasonable discretion, to extend the period of time during which
the Exchange Offer is open, in which event the term "Expiration Date" shall mean
the time and date when the Exchange Offer as so extended shall expire. During
any such extension, all Old Notes previously tendered will remain subject to the
Exchange Offer and may be accepted for exchange by the Issuer. Any Old Notes
not accepted for exchange for any reason will be returned without expense to the
tendering holder thereof as promptly as practicable after the expiration or
termination of the Exchange Offer.
The Issuer expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Notes not theretofore accepted for
exchange, upon the failure to be satisfied of any of the conditions to the
Exchange Offer specified in the Prospectus under the section entitled "The
Exchange Offer--Conditions to the Exchange Offer."
The Issuer will notify the holders of the Old Notes of any extension of the
Exchange Offer by oral or written notice (which may be by means of a press
release or other public announcement) no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
The Issuer reserves the right, in its reasonable discretion, (i) to delay
accepting any Old Notes, or, if any of the conditions set forth under "--
Conditions to Exchange Offer" shall not have been satisfied, to terminate the
Exchange Offer, by giving oral or written notice of such delay or termination to
the Exchange Agent, or (ii) to amend the terms of the Exchange Offer in any
manner.
Interest will accrue on the Exchange Notes at the same rate and upon the
same terms as the Old Notes.
The Exchange Offer is not conditioned upon any minimum principal amount of
Old Notes being tendered for exchange. However, the Exchange Offer is subject
to certain conditions. Please see the Prospectus under the section entitled
"The Exchange Offer--Conditions to the Exchange Offer".
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The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Old 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.
This Letter of Transmittal is to be completed by a holder of Old Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Old Notes, if available, is to be made by book-entry transfer
to the account maintained by the Exchange Agent at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
"The Exchange Offer--Procedures for Tendering" section of the Prospectus.
Holders of Old Notes whose certificates are not immediately available, or who
are unable to deliver their certificates or confirmation of the book-entry
tender of their Old Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility (a "Book-Entry Confirmation") and deliver all other documents
required by this Letter of Transmittal to the Exchange Agent on or prior to the
Expiration Date, may tender their Old Notes according to the guaranteed delivery
procedures set forth in the Prospectus under the section entitled "The Exchange
Offer--Guaranteed Delivery Procedures".
Holders who wish to tender their Old Notes must complete this Letter of
Transmittal in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOX ENTITLED
"DESCRIPTION OF OLD NOTES" BELOW
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of Old Notes should be listed on a separate signed schedule affixed
hereto.
DESCRIPTION OF OLD NOTES
(See instructions 2, 3 and 8)
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Name(s) and Address(es) Old Note(s) Tendered
of Registered Holder(s) (Attach additional signed list if necessary)
(Please fill in if blank)
Certificate Aggregate Principal Principal Amount of Old
Number(s)1 Amount of Old Notes Notes Tendered2 (must be
Represented by in denominations of $1,000
Certificate(s) or integral multiples
thereof)
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575,000,000
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Total
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/1/Certificate numbers not required if Old Notes are being tendered by book-
entry transfer.
/2/Unless otherwise indicated, a holder will be deemed to have tendered all of
the Old Notes represented in the Aggregate Principal Amount of Old Notes
Represented by Certificate(s) column.
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ________________________________
Account Number: ________________________________
Transaction Code Number: ________________________________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _________________________________________
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: _________________________________________
Account Number: _________________________________________
Transaction Code Number: _________________________________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT
NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ______________________________________________________________________
Address: ______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the aggregate principal amount of Old
Notes indicated above. The undersigned has completed, executed and delivered
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
Subject to, and effective upon, the acceptance for exchange of the Old
Notes tendered hereby, the undersigned hereby sells, assigns and transfers to or
upon the order of the Issuer all right, title and interest in and to such Old
Notes as are being tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with
full knowledge that the Exchange Agent also acts as the agent of the Issuer in
connection with the Exchange Offer) with respect to the tendered Old Notes with
full power of substitution to (i) deliver certificates for such Old Notes to the
Issuer and deliver all accompanying evidences of transfer and authenticity to or
upon the order of the Issuer, (ii) present such Old Notes for transfer on the
books of the Issuer and (iii) receive for the account of the Issuer all benefits
and otherwise exercise all rights of the beneficial ownership of such Old Notes,
all in accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the Old
Notes tendered hereby and that the Issuer will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Issuer. The undersigned hereby further represents that (i) any Exchange
Notes acquired in exchange for Old Notes tendered hereby will have been acquired
in the ordinary course of business of the person receiving such Exchange Notes,
whether or not such person is the undersigned, (ii) neither the holder nor any
such other person has an arrangement or understanding with any person to
participate in the distribution of such Exchange Notes, and (iii) neither the
holder nor any such other person is an "affiliate," as described in Rule 405
under the Securities Act of 1933, as amended (the "Securities Act"), of the
Issuer.
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
the Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Old Notes, it represents that
the Old Notes to be exchanged for Exchange Notes were acquired by it as a result
of market-making activities or other trading activities and acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes pursuant to the Exchange
Offer; 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.
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The undersigned understands that any person participating in the Exchange
Offer with the intention or purpose of distributing Exchange Notes received in
exchange for the Old Notes, including a broker-dealer that acquired the Old
Notes directly from us, but not as a result of market-making activities or other
trading activities, must comply with the registration and prospectus delivery
requirements of the Securities Act, in connection with a secondary resale of the
Exchange Notes acquired by such person.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuer to be necessary or
desirable to complete the exchange, assignment, transfer and sale of the Old
Notes tendered hereby. All authority conferred or agreed to be conferred in
this Letter of Transmittal and every obligation of the undersigned hereunder
shall be binding upon the successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. This tender may be withdrawn only in accordance with the
procedures set forth in the instructions contained in this Letter of
Transmittal.
For the purposes of the Exchange Offer, the Issuer shall be deemed to
have accepted validly tendered Old Notes when, as and if the Issuer has given
oral or written notice thereof to the Exchange Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Old Notes
will be returned (or, in the case of Old Notes tendered by book-entry transfer
through the Book-Entry Transfer Facility, will be credited to an account
maintained at the Book-Entry Transfer Facility), without expense, to the
undersigned at the address shown below or at a different address as may be
indicated herein under the "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the section entitled "The Exchange Offer--Procedures
for Tendering" in the Prospectus and in the instructions hereto will constitute
a binding agreement between the undersigned and the Issuer upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name(s) of the undersigned or, in the case of a book-entry delivery of
Old Notes, please credit the account indicated above maintained at the Book-
Entry Transfer Facility. Similarly, unless otherwise indicated under the box
entitled "Special Delivery Instructions" below, please send the Exchange Notes
(and, if applicable, substitute certificates representing Old Notes for any Old
Notes not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Old Notes." In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the Exchange Notes issued in exchange for the Old
Notes accepted for exchange in the name(s) of, and return any certificates for
Old Notes not tendered or not exchanged to, the person(s) indicated in such
boxes. The undersigned understands that the Issuer has no obligation pursuant
to the "Special Issuance Instructions" and
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"Special Delivery Instructions" to transfer any Old Notes from the name of the
registered holder(s) thereof if the Issuer does not accept for exchange any of
the Old Notes so tendered.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX ABOVE.
The undersigned, by completing the box entitled "Description of Old
Notes" above and signing this Letter of Transmittal, will be deemed to have
tendered the Old Notes as set forth in such box above.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX BELOW.
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PLEASE SIGN HERE
(To be completed by all tendering holders)
(Complete accompanying Substitute Form W-9)
I hereby tender the Old Notes described above in the box entitled
"Description of Old Notes" pursuant to the terms of the Exchange Offer.
________________________________ ________________________, 1999
________________________________ ________________________, 1999
________________________________ ________________________, 1999
Signature(s) of Owner(s) Date
If a holder is tendering any Old Notes, this Letter of Transmittal must
be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Old Notes or on a security position listing or by any
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 4.
Name(s): _____________________________________________
(please type or print)
Capacity: _____________________________________________
Address: _____________________________________________
_____________________________________________
(include zip code)
SIGNATURE GUARANTEE
(If required by Instructions 1 and 4)
Signature(s) guaranteed by an Eligible Institution:
_______________________________________
(authorized signature)
_______________________________________
(title)
_______________________________________
(name of firm)
_______________________________________
(area code and telephone number)
Dated: __________________, 1999
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 4 and 5)
To be completed ONLY if certificates for the Old Notes that are not
exchanged and/or the Exchange Notes are to be issued in the name of and sent to
someone other than the person(s) whose signature(s) appear(s) on this Letter of
Transmittal above, or if Old Notes delivered by book-entry transfer which are
not accepted for exchange are to be returned by credit to an account maintained
at the Book-Entry Transfer Facility other than the account indicated above.
Issue Exchange Notes and/or Old Notes to:
Name: _________________________________________________
(please type or print)
_________________________________________________
(please type or print)
Address: _________________________________________________
_________________________________________________
(include zip code)
_________________________________________________
Employer Identification or Social Security Number
(Complete Substitute Form W-9)
Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry
Transfer Facility account set forth below:
____________________________________________________________
(Book-Entry Transfer Facility account number, if applicable)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4 and 5)
To be completed ONLY if certificates for the Old Notes that are not
exchanged and/or the Exchange Notes are to be sent to someone other than the
person(s) whose signature(s) appear(s) on this Letter of Transmittal above or to
such person or persons at an address other than shown in the box entitled
"Description of Old Notes" on this Letter of Transmittal above.
Mail Exchange Notes and/or Old Notes to:
Name: _____________________________________________
(please type or print)
Address: _____________________________________________
_____________________________________________
(include zip code)
THIS LETTER OF TRANSMITTAL MUST BE USED TO FORWARD, AND MUST ACCOMPANY, ALL
CERTIFICATES FOR OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter of Transmittal and Certificates. This Letter of
Transmittal is to be completed by holders of Old Notes if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfer set forth in "The Exchange Offer--
Procedures for Tendering" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter of Transmittal (or a
copy hereof) and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at the address set forth herein on or
prior to the Expiration Date, or the tendering holder must comply with the
guaranteed delivery procedures set forth below. Old Notes tendered hereby
must be in denominations of $1,000 of principal amount at maturity or integral
multiples thereof.
The method of delivery of this Letter of Transmittal, the Old Notes and
all other required documents is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If Old Notes are sent by mail, it is
suggested that the mailing be made sufficiently in advance of the Expiration
Date to permit delivery to the Exchange Agent prior to the Expiration Date.
No Letter of Transmittal or Old Notes should be sent to the Issuer.
Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available, (ii) cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent prior
to the Expiration Date, or (iii) who cannot comply with the procedures for
book-entry tender on a timely basis must tender their Old Notes according to
the guaranteed delivery procedures set forth in the Prospectus. Pursuant to
such procedures: (x) such tender must be made through an Eligible Institution
(as defined below); (y) prior to the Expiration Date, the Exchange Agent must
have received from the Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery (by telegram, telex, fax transmission,
or mail or hand delivery) setting forth the name and address of the holder,
the certificate number(s) of the Old Notes to be tendered (except in the case
of book-entry tenders) and the principal amount of Old Notes to be tendered,
stating that the tender is being made thereby and guaranteeing that, within
three New York Stock Exchange ("NYSE") trading days after the Expiration Date,
this Letter of Transmittal (or a copy hereof) together with the certificate(s)
representing the Old Notes (except in the case of book-entry tender(s)) and
any other required documents will be deposited by the Eligible Institution
with the Exchange Agent; and (z) such properly completed and executed Letter
of Transmittal (or a copy thereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered
Old Notes in proper form for transfer or a Book-Entry Confirmation with
respect to such Old Notes, must be received by the Exchange Agent within three
NYSE trading days after the Expiration Date, all as provided in the Prospectus
under the section entitled "The Exchange Offer--Guaranteed
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Delivery Procedures." Any holder who wishes to tender its Old Notes pursuant
to the guaranteed delivery procedures described above must ensure that the
Exchange Agent receives the Notice of Guaranteed Delivery prior to the
Expiration Date. As used in this Letter of Transmittal, "Eligible Institution"
shall mean a firm which is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office or correspondent in the
United States.
All questions as to the validity, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined
by the Issuer in its reasonable discretion, which determination will be final
and binding. The Issuer reserves the absolute right to reject any and all Old
Notes not properly tendered or any Old Notes, the Issuer's acceptance of which
would, in the opinion of counsel for the Issuer, be unlawful. The Issuer also
reserves the right to waive any defects, irregularities or conditions of
tender as to particular Old Notes. The Issuer's interpretation of the terms
and conditions of the Exchange Offer (including the instructions contained in
this Letter of Transmittal) shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Old Notes
must be cured within such time as the Issuer shall determine. Neither the
Issuer, the Exchange Agent nor any other person shall be under any duty to
give notification of defects or irregularities with respect to tenders of Old
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such defects or irregularities have been cured or waived. Any Old Notes
received by the Exchange Agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned
by the Exchange Agent to the tendering holders, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration
Date.
See the section entitled "The Exchange Offer" in the Prospectus.
2. Tender by Holder. Only a registered holder of Old Notes may tender such
Old Notes in the Exchange Offer. Any beneficial owner whose Old Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and who wishes to tender should contact the registered holder
promptly and instruct such registered holder to tender on behalf of such
beneficial owner. If such beneficial owner wishes to tender on such owner's
own behalf, such owner must, prior to completing and executing this Letter of
Transmittal and delivering such owner's Old Notes, either make appropriate
arrangements to register ownership of the Old Notes in such owner's name or
obtain a properly completed bond power from the registered holder. The
transfer of registered ownership may take considerable time.
3. Partial Tenders and Withdrawals. Tenders of Old Notes will be accepted
only in denominations of $1,000 of principal amount at maturity and integral
multiples thereof. If less than all of the Old Notes represented by a
certificate or owned by a holder are to be tendered, the tendering holder(s)
should fill in the aggregate principal amount at maturity of Old Notes to be
tendered in the box entitled "Description of Old Notes." A
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reissued certificate representing the balance of non-tendered Old Notes will
be sent to such tendering holder (except in the case of book-entry tenders),
unless otherwise provided in the appropriate box on this Letter of
Transmittal, promptly after the Expiration Date. All of the Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
Any holder who has tendered Old Notes may withdraw the tender by
delivering written notice of withdrawal to the Exchange Agent prior to the
Expiration Date. For a withdrawal to be effective, a written notice of
withdrawal must be received by the Exchange Agent at its address set forth on
the first page of this Letter of Transmittal. Any such notice of withdrawal
must (i) specify the name of the person having deposited the Old Notes to be
withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including the certificate number or numbers and principal amount of such Old
Notes (except in the case of book-entry tenders)), (iii) be signed by the
holder in the same manner as the original signature on this Letter of
Transmittal by which such Old Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee (as defined in the Prospectus) register the transfer of such
Old Notes into the name of the person withdrawing the tender, and (iv) specify
the name in which any such Old Notes are to be registered, if different from
that of the Depositor. If Old Notes have been delivered or otherwise
identified to the Exchange Agent, the name of the registered holder and the
certificate numbers of the particular Old Notes withdrawn must also be
furnished to the Exchange Agent as aforesaid prior to the physical release of
the withdrawn Old Notes. If the Old Notes have been tendered pursuant to the
procedures for book-entry tender set forth in the Prospectus, a notice of
withdrawal must specify, in lieu of certificate numbers, the name and account
number at the Book-Entry Transfer Facility to be credited with the withdrawn
Old Notes. Old Notes properly withdrawn will thereafter be deemed not validly
tendered for purposes of the Exchange Offer; provided, however, that withdrawn
Old Notes may be tendered by again following one of the procedures in the
section of the Prospectus entitled "The Exchange Offer--Procedures for
Tendering" at any time prior to the Expiration Date. All questions as to the
validity, form and eligibility (including time of receipt) of notice of
withdrawal will be determined by the Issuer, whose determinations will be
final and binding on all parties. Neither the Issuer, the Exchange Agent nor
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure
to give any such notification. See the section entitled "The Exchange Offer--
Withdrawal Rights" in the Prospectus.
4. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signature. If this Letter of Transmittal is signed by the
registered holder of the Old Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the certificates
(if applicable) without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
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If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Old Notes specified herein and tendered hereby, no endorsements
of certificates or separate bond powers are required. If, however, the
Exchange Notes are to be issued, or any untendered Old Notes are to be
reissued, to a person other than the registered holder, then endorsements of
any certificates transmitted hereby or separate bond powers are required.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name(s) of the registered holder(s)
appear(s) on the certificate(s).
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 Issuer, proper evidence satisfactory to the Issuer of their authority to
so act must be submitted.
Endorsements on certificates for Old Notes or signatures on bond powers
required by this Instruction 4 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Old Notes are tendered: (i) by a registered
holder of such Old Notes (which term, for purposes of the Exchange Offer,
includes any participant in the Book-Entry Transfer Facility system whose name
appears on a security position listing as the holder of such Old Notes) who
has not completed the box entitled "Special Issuance Instructions" on this
Letter of Transmittal; or (ii) for the account of an Eligible Institution.
5. Special Issuance and Delivery Instructions. Tendering holders of Old
Notes should indicate in the applicable box the name and address in and to
which Exchange Notes issued pursuant to the Exchange Offer and/or substitute
certificates evidencing Old Notes not exchanged are to be issued or sent, if
different from the name or address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request
that Old Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such holder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name or address of the person signing this Letter of Transmittal.
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6. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, Exchange Notes and/or substitute Old Notes not
exchanged are to be delivered to, or are to be registered or issued in the
name of, any person other than the registered holder of the Old Notes tendered
hereby, or if tendered Old Notes are registered in the name of any person
other than the person signing this Letter of Transmittal, or if a transfer tax
is imposed for any reason other than the transfer of Old Notes to the Issuer
or its order pursuant to the Exchange Offer, the amount of any such transfer
taxes (whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter of
Transmittal.
7. Waiver of Conditions. Subject to the terms and conditions set forth in
the Prospectus, the Issuer reserves the absolute right to waive satisfaction
of any or all conditions enumerated in the Prospectus.
8. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, shall waive any right to receive
notice of the acceptance of their Old Notes for exchange.
Neither the Issuer nor any other person is obligated to give notice of
defects or irregularities in any tender, nor shall any of them incur any
liability for failure to give any such notice.
9. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
10. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent, at the address indicated on the first page of this Letter of
Transmittal or by telephone at (212) 250-4730.
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IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a registered holder of Old Notes or
Exchange Notes is required to provide the Trustee (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding.
If such holder is an individual, the TIN is his or her social security number.
If the Trustee is not provided with the correct TIN, a $50 penalty may be
imposed by the Internal Revenue Service, and payments made to such holder with
respect to Old Notes or Exchange Notes may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Trustee a properly completed Internal Revenue Service Form
W-8, signed under penalties of perjury, attesting to that holder's exempt
status. A Form W-8 can be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 31% of
any payments made to the holder or other payee. Backup withholding is not an
additional U.S. federal income tax. Rather, the U.S. federal income tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments made with respect to Old Notes
or Exchange Notes, the holder is required to provide the Trustee with: (i) the
holder's correct TIN by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such holder is awaiting a
TIN) and that (A) such holder is exempt from backup withholding, (B) the
holder has not been notified by the Internal Revenue Service that the holder
is subject to backup withholding as a result of failure to report all interest
or dividends or (C) the Internal Revenue Service has notified the holder that
the holder is no longer subject to backup withholding and (ii) if applicable,
an adequate basis for exemption.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(see "Important Tax Information" above)
PAYER'S NAME: BANKERS TRUST COMPANY
SUBSTITUTE FORM W-9 Part I - PLEASE PROVIDE YOUR TIN IN THE Social Security Number or Employer
BOX AT RIGHT AND CERTIFY BY SIGNING AND Identification Number
Department of the Treasury DATING BELOW
Internal Revenue Service ______________________________
Social Security Number
Payer's Request for Taxpayer
Identification Number (TIN) or____________________________
Employer Identification Number
(if awaiting TIN write "Applied For")
- ----------------------------------------------------------------------------------------------------------------------------
Part II - For Payees exempt from backup
withholding, see the enclosed
Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9 and complete as
instructed therein.
- ----------------------------------------------------------------------------------------------------------------------------
Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or a Taxpayer Identification Number has
not been issued to me) and either (a) I have mailed or delivered an application to receive a Taxpayer Identification
Number to the appropriate Internal Revenue Service ("IRS") or Social Security Administration office or (b) I intend to
mail or deliver an application in the near future. (I understand that if I do not provide a Taxpayer Identification
Number within sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a
number); and
(2) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified
by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii)
the IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS: You must cross out item (2) above if you have been notified by the IRS that you are subject to
backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified
by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out item (2).
SIGNATURE: ___________________________________ DATE: _______________________
NAME: ___________________________________
(Please Print)
- ----------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU UNDER THE OLD NOTES OR THE EXCHANGE NOTES.
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NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART I OF 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 (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that 31% of all
reportable payments made to me prior to the time I provide a properly certified
taxpayer identification number to the Exchange Agent will be withheld until I
provide such a number.
SIGNATURE: __________________________________ DATE: ________________________
IMPORTANT: This Letter of Transmittal or a copy hereof (together with the
Certificates for Old Notes (if applicable)) and all other required
document(s) must be received by the Exchange Agent prior to the
Expiration Date.
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