Exhibit 99.1
Form of Letter of Transmittal
For Tender of
10 5/8% Senior Subordinated Notes Due 2010
of
TeleCorp PCS, Inc.
Pursuant to the Prospectus dated , 2000
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2000, UNLESS EXTENDED. TENDERED SECURITIES MAY BE WITHDRAWN AT ANY TIME ON OR
PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER.
The Exchange Agent for the Exchange Offer is:
Bankers Trust Company
By Mail: By Overnight Mail or
Courier:
BT Services Tennessee, BT Services Tennessee, By Hand:
Inc. Inc. Bankers Trust Company
Reorganization Unit Corporate Trust & Corporate Trust &
P.O. Box 292737 Agency Services Agency Services
Nashville, TN 37229- Reorganization Unit Attn: Reorganization
2737 648 Grassmere Park Road Department
Fax: 615-835-3701 Nashville, TN 37211 Receipt & Delivery
Window
Confirm by Telephone: 123 Washington Street,
615-835-3572 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.
1
The undersigned acknowledges that he or she has received and reviewed the
Prospectus dated , 2000 (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 $450,000,000 of its 10 5/8% Senior
Subordinated Notes Due 2010, (the "Exchange Notes"), for a like principal
amount of the Issuer's issued and outstanding 10 5/8% Senior Subordinated Notes
Due 2010 (the "Unregistered Notes").
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
, 2000, 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 Unregistered Notes previously tendered will
remain subject to the Exchange Offer and may be accepted for exchange by the
Issuer. Any Unregistered 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 Unregistered 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 Unregistered 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 Unregistered Notes, or, if any of the conditions set
forth under "The Exchange Offer--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 Unregistered Notes.
The Exchange Offer is not conditioned upon any minimum principal amount of
Unregistered 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".
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Unregistered 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 Unregistered
Notes either if certificates are to be forwarded herewith or if a tender of
certificates for Unregistered 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 Unregistered Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Unregistered 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 Unregistered 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 Unregistered Notes must complete this
Letter of Transmittal in its entirety.
2
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOX ENTITLED
"DESCRIPTION OF UNREGISTERED NOTES" BELOW
List below the Unregistered Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Unregistered Notes should be listed on a separate signed
schedule affixed hereto.
DESCRIPTION OF UNREGISTERED NOTES
(see instructions 2, 3 and 8)
Name(s) and
Address(es) of
Registered Holder(s) Old Note(s) Tendered (Attach
(Please fill in if blank) additional signed list if necessary)
- ------------------------- ----------------------------------------------
Principal Amount
of Unregistered
Notes Tendered(2)
Aggregate (must be
Principal Amount in denominations
of Unregistered of $1,000 or
Certificate Notes Represented integral multiples
Number(s)(1) by Certificate(s) thereof)
----------------------------------------------------
450,000,000
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
Total
- ------------------------------------------------------------------------------
(1) Certificate numbers not required if Unregistered Notes are being
tendered by book-entry transfer.
(2) Unless otherwise indicated, a holder will be deemed to have tendered
all of the Unregistered Notes represented in the Aggregate Principal
Amount of Unregistered Notes Represented by Certificate(s) column.
[_]CHECK HERE IF TENDERED UNREGISTERED 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 UNREGISTERED 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: ______________________________
3
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 UNREGISTERED
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 UNREGISTERED NOTES
FOR YOUR 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: ____________________________________________________________________
----------------------------------------------------------------------
----------------------------------------------------------------------
4
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
Unregistered 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
Unregistered 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 Unregistered 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 Unregistered Notes with full power of substitution to (i) deliver
certificates for such Unregistered Notes to the Issuer and deliver all
accompanying evidences of transfer and authenticity to or upon the order of the
Issuer, (ii) present such Unregistered 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 Unregistered
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
Unregistered 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 Unregistered 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 Unregistered Notes, it
represents that the Unregistered 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.
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 Unregistered Notes, including a broker-dealer that acquired
the Unregistered 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
Unregistered 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 Unregistered Notes when, as and if the Issuer has
given oral or written notice thereof to the Exchange Agent.
5
If any tendered Unregistered Notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted
Unregistered Notes will be returned (or, in the case of Unregistered 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 Unregistered 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 Unregistered Notes for any Unregistered
Notes not exchanged) in the name(s) of the undersigned or, in the case of a
book-entry delivery of Unregistered 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 Unregistered Notes for any Unregistered Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Unregistered 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
Unregistered Notes accepted for exchange in the name(s) of, and return any
certificates for Unregistered 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 "Special
Delivery Instructions" to transfer any Unregistered Notes from the name of the
registered holder(s) thereof if the Issuer does not accept for exchange any of
the Unregistered 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 Unregistered
Notes" above and signing this Letter of Transmittal, will be deemed to have
tendered the Unregistered Notes as set forth in such box above.
6
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX BELOW.
PLEASE SIGN HERE
(To be completed by all tendering holders) (Complete accompanying Substitute
Form W-9)
I hereby tender the Unregistered Notes described above in the box entitled
"Description of Unregistered Notes" pursuant to the terms of the Exchange
Offer.
_____________________________________ ______________________________ , 2000
_____________________________________ ______________________________ , 2000
_____________________________________ ______________________________ , 2000
Signature(s) of Owner(s) Date
If a holder is tendering any Unregistered 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 Unregistered 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: _______________, 2000
7
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4 and 5)
(See Instructions 1, 4 and 5)
To be completed ONLY if To be completed ONLY if
certificates for the Unregistered certificates for the Unregistered
Notes that are not exchanged and/or Notes that are not exchanged and/or
the Exchange Notes are to be issued the Exchange Notes are to be sent
in the name of and sent to someone to someone other than the person(s)
other than the person(s) whose whose signature(s) appear(s) on
signature(s) appear(s) on this this Letter of Transmittal above or
Letter of Transmittal above, or if to such person or persons at an
Unregistered Notes delivered by address other than shown in the box
book-entry transfer which are not entitled "Description of
accepted for exchange are to be Unregistered Notes" on this Letter
returned by credit to an account of Transmittal above.
maintained at the Book-Entry
Transfer Facility other than the
account indicated above. Mail Exchange Notes and/or
Unregistered Notes to:
Issue Exchange Notes and/or
Unregistered Notes to:
Name:_______________________________
Name:_______________________________ (please type or print)
(please type or print)
Address: ___________________________
-----------------------------
(please type or print) -----------------------------
(include zip code)
Address: ___________________________
-----------------------------
(include zip code)
-----------------------------
Employer Identification or
Social Security Number
(Complete Substitute Form W-9)
Credit unexchanged Unregistered
Notes delivered by book-entry
transfer to the Book-Entry Transfer
Facility account set forth below:
____________________________________
(Book-Entry Transfer Facility
account number, if applicable)
THIS LETTER OF TRANSMITTAL MUST BE USED TO FORWARD, AND MUST ACCOMPANY, ALL
CERTIFICATES FOR UNREGISTERED NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER.
8
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 Unregistered 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 Unregistered 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. Unregistered 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 Unregistered 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 Unregistered 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 Unregistered Notes should be sent to the Issuer.
Holders who wish to tender their Unregistered Notes and (i) whose
Unregistered Notes are not immediately available, (ii) cannot deliver their
Unregistered 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 Unregistered 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 Unregistered Notes to be tendered (except in the case of book-entry
tenders) and the principal amount of Unregistered 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 Unregistered 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 Unregistered Notes in proper form for transfer or a
Book-Entry Confirmation with respect to such Unregistered 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 Delivery Procedures." Any holder who wishes to
tender its Unregistered 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 Unregistered 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
Unregistered Notes not properly tendered or any Unregistered 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 Unregistered 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 (including time of receipt) of notice of withdrawal will
be determined by the Issuer, whose determinations will be final and binding on
all parties. Unless waived, any defects or irregularities in connection with
tenders of Unregistered 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 Unregistered Notes, nor shall any of them incur any
liability for failure to give such notification.
9
Tenders of Unregistered Notes will not be deemed to have been made until such
defects or irregularities have been cured or waived. Any Unregistered 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 Unregistered Notes may
tender such Unregistered Notes in the Exchange Offer. Any beneficial owner
whose Unregistered 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 Unregistered
Notes, either make appropriate arrangements to register ownership of the
Unregistered 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 Unregistered 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 Unregistered 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 Unregistered Notes to be tendered in the box entitled "Description of
Unregistered Notes." A reissued certificate representing the balance of non-
tendered Unregistered 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 Unregistered Notes delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated.
Any holder who has tendered Unregistered 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 Unregistered Notes
to be withdrawn (the "Depositor"), (ii) identify the Unregistered Notes to be
withdrawn (including the certificate number or numbers and principal amount of
such Unregistered 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 Unregistered 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 Unregistered Notes into the name of the person withdrawing the
tender, and (iv) specify the name in which any such Unregistered Notes are to
be registered, if different from that of the Depositor. If Unregistered Notes
have been delivered or otherwise identified to the Exchange Agent, the name of
the registered holder and the certificate numbers of the particular
Unregistered Notes withdrawn must also be furnished to the Exchange Agent as
aforesaid prior to the physical release of the withdrawn Unregistered Notes. If
the Unregistered 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 Unregistered Notes.
Unregistered Notes properly withdrawn will thereafter be deemed not validly
tendered for purposes of the Exchange Offer; provided, however, that withdrawn
Unregistered 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 of Tenders" 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 Unregistered 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.
10
If any tendered Unregistered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Unregistered 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 Unregistered 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 Unregistered 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 Unregistered 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 Unregistered Notes are tendered: (i) by a
registered holder of such Unregistered 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
Unregistered 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
Unregistered 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 Unregistered 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 Unregistered Notes by book-entry transfer may
request that Unregistered 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 Unregistered Notes not
exchanged will be returned to the name or address of the person signing this
Letter of Transmittal.
6. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of Unregistered Notes to it or its order pursuant to
the Exchange Offer. If, however, Exchange Notes and/or substitute Unregistered
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 Unregistered
Notes tendered hereby, or if tendered Unregistered 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 exchange of
Unregistered Notes pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder of the Unregistered
Notes or any other persons) will be payable by the registered 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 registered tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Unregistered Notes specified in this
Letter of Transmittal.
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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 Unregistered
Notes, by execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of their Unregistered 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 Unregistered Notes. Any holder whose
Unregistered 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.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax laws, a registered holder of Unregistered
Notes or Exchange Notes is required to provide the Trustee (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") (or the TIN of any
other payee) 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
("IRS"), and the Trustee may be required to withhold 31% of payments made to
such holder with respect to Unregistered Notes or Exchange Notes.
Certain holders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to these backup withholding
and reporting requirements. Exempt holders should indicate their exempt status
on Substitute Form W-9. A foreign individual or entity may qualify as an exempt
recipient by submitting to the Trustee a properly completed IRS Form W-8 or
Form W-8BEN, signed under penalties of perjury, attesting to that holder's
exempt status. A Form W-8 can be obtained from the Trustee. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number On Substitute
Form W-9" for additional instructions.
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 IRS.
Purpose of Substitute Form W-9.
To prevent backup withholding on payments made with respect to Unregistered
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 IRS that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (C)
the IRS has notified the holder that the holder is no longer subject to backup
withholding and (ii) if applicable, an adequate basis for exemption. If the
Unregistered or Exchange Notes are held in more than one name or are not held
in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number On Substitute Form W-9" for
additional guidance on which number to report. If the tendering holder has not
been issued a TIN and has applied for a number or intends to apply for a number
in the near future, such holder should write "Awaiting TIN" in the space
provided for the TIN in Part I, mark the box in "Part II--Awaiting TIN", and
sign and date the Substitute Form W-9. If "Awaiting TIN" is written in Part I,
the box in "Part II--Awaiting TIN" has been marked and the Trustee is provided
with a TIN within 60 days of a timely submitted Substitute Form W-9, the
Trustee will refund any amount withheld to the holder.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(see "Important Tax Information" above)
PAYER'S NAME: BANKERS TRUST COMPANY
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND
DATING BELOW.
Form W-9 -----------------------
Social Security Number
Department of the
Treasury Internal OR ____________________
Revenue Service Employer Identification
Number
(if awaiting TIN, write
"Awaiting TIN" on the
line above and place a
mark in the box next to
"Part II--Awaiting TIN")
Payer's Request for Taxpayer Identification Number (TIN)
- -------------------------------------------------------------------------------
CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification
Number or I am waiting for a TIN to be issued to me; 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.
Part II--Awaiting TIN [_]
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 ____________________
Payer's Request for Taxpayer Identification Number (TIN)
Please fill out your name and address below:
-----------------------------------------------------------------------------
Name
-----------------------------------------------------------------------------
Address (Number and street)
-----------------------------------------------------------------------------
City, State and Zip Code
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU UNDER THE
UNREGISTERED NOTES OR THE EXCHANGE NOTES.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
II 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 if I do not provide a taxpayer identification number to the
payer by the time of payment, 31% of all reportable payments made to me will
be withheld until I provide a number and that, if I do not provide my
taxpayer identification number within 60 days, such retained amounts shall be
remitted to the IRS as backup withholding.
Signature ___________________________________________ Date __________________
IMPORTANT: This Letter of Transmittal or a copy hereof (together with the
Certificates for Unregistered Notes (if applicable)) and any and all
other required document(s) must be received by the Exchange Agent
prior to the Expiration Date.
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