EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange
6.0% Notes due 2007
for
6.0% Notes due 2007
that have been registered under the Securities Act of 1933
of
SPRINT CAPITAL CORPORATION
Unconditionally Guaranteed by
SPRINT CORPORATION
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ________ , 2002 UNLESS
EXTENDED (THE "EXPIRATION DATE ").
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PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
The Exchange Agent (the "Exchange Agent ") for the Offer is:
Bank One Trust Company, N.A.
By Mail, Hand or Overnight Courier:
Bank One Trust Company, N.A.
One North State Street, 9th Floor, Suite IL1-0134
Chicago, Illinois 60602
Attention: Exchanges
For New York Hand Deliveries:
Bank One, N.A.
55 Water Street, 1st Floor
Jeanette Park Entrance
New York, NY 10041
For Information or Confirm by telephone:
(800) 524-9472 or (800) 346-5153
Delivery of this Letter of Transmittal to an address other than as set
forth above will not constitute a valid delivery unless an Agent's Message is
delivered in accordance with Instruction 1 to this Letter of Transmittal.
For any questions regarding this Letter of Transmittal or for any
additional information, you may contact the Exchange Agent by telephone at (800)
524-9472 or (800) 346-5153 (Attn: Exchanges).
The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 200_ (the "Prospectus") of Sprint Capital Corporation, a Delaware
corporation (the "Company"), and Sprint Corporation, a Kansas corporation
("Sprint"), and this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer (the "Exchange Offer") to exchange its
6.0% Notes due 2007 (the "New Notes") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for its outstanding
6.0% Notes due 2007 (the "Old Notes"), of which $1,750,000,000 aggregate
principal amount is outstanding. Capitalized terms used but not defined in this
Letter of Transmittal have the meanings ascribed to them in the Prospectus.
For each Old Note accepted for exchange, the Holder of that Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. Old Notes accepted for exchange will not receive accrued interest at
the time of exchange. However, each New Note will bear interest:
o from the later of (1) the last interest payment date on which interest
was paid on the Old Note surrendered in exchange for the New Note or
(2) if the Old Note is exchanged for the New Note on a date after the
record date for an interest payment date to occur on or after the date
of the exchange and as to which that interest will be paid, the date
of that interest payment date, or
o if no interest has been paid on the Old Note, from November 2, 2001.
This letter is to be completed by a holder of Old Notes either if
certificates are to be forwarded with the letter 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 ("DTC")
pursuant to the procedures set forth in "The Exchange Offer--Book Entry
Transfer" 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 DTC (a "Book-Entry Confirmation") and all other documents
required by this Letter of Transmittal to the Exchange Agent on or before the
Expiration Date, must tender their Old Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1. Delivery of documents
to DTC does not constitute delivery to the Exchange Agent.
The undersigned hereby tenders the Old Notes described in Box 1 below
pursuant to the terms and conditions described in the Prospectus and this Letter
of Transmittal. The undersigned is the registered owner of all the tendered Old
Notes and the undersigned represents that it has received from each beneficial
owner of the tendered Old Notes (collectively, the "Beneficial Owners") a duly
completed and executed form of "Instructions to Registered Holder and/or DTC
Participant from Beneficial Owner" accompanying this Letter of Transmittal,
instructing the undersigned to take the action described in this Letter of
Transmittal.
Subject to, and effective upon, the acceptance for exchange of the tendered
Old Notes, the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Company, all right, title, and interest in, to, and under the
Old Notes.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned with
respect to the tendered Old Notes, with full power of substitution (the power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver the tendered Old Notes to the Company or cause ownership of the
tendered Old Notes to be transferred to, or upon the order of, the Company, on
the books of the registrar for the Old Notes and deliver all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company
upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes
to which the undersigned is entitled upon acceptance by the Company of the
tendered Old Notes pursuant to the Exchange Offer, and (ii) receive all benefits
and otherwise exercise all rights of beneficial ownership of the tendered Old
Notes, all in accordance with the terms of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions" below (Box
2), please issue the New Notes exchanged for tendered Old Notes in the name(s)
of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions" below (Box 3), please send or cause to be sent the
certificates for the New Notes (and accompanying documents, as appropriate) to
the undersigned at the address shown below in Box 1.
2
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer" in the Prospectus
and in the instructions to this letter will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Exchange Offer, subject only to withdrawal of tenders on the
terms set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders of Old Notes." All authority conferred in this
Letter of Transmittal or agreed to be conferred will survive the death,
bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and
every obligation of the undersigned or any Beneficial Owners under this Letter
of Transmittal will be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes
being surrendered, and that, when the Old Notes are accepted for exchange as
contemplated in this letter, the Company will acquire good and unencumbered
title thereto, free and clear of all security interests, liens, restrictions,
charges, encumbrances, conditional sale agreements, other obligations relating
to their sale or transfer and adverse claims. The undersigned and each
Beneficial Owner will, upon request, execute and deliver any additional
documents reasonably requested by the Company or the Exchange Agent as necessary
or desirable to complete and give effect to the transactions contemplated
hereby.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the New Notes being acquired pursuant to the Exchange Offer
are being acquired in the ordinary course of business of the undersigned or of
any other person receiving New Notes pursuant to the Exchange Offer through the
undersigned, whether or not that person is the holder of Old Notes, (ii) neither
the undersigned nor any other person acquiring the New Notes pursuant to the
Exchange Offer through the undersigned, whether or not that person is the holder
of Old Notes, is participating in, has an intent to participate in or has an
arrangement or understanding with any other person to participate in the
distribution of the New Notes, (iii) if any of the undersigned or any other
person acquiring the New Notes pursuant to the Exchange Offer through the
undersigned, whether or not that person is the holder of Old Notes, is a
broker-dealer or is participating in the Exchange Offer for the purpose of
distributing the New Notes, it agrees to comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
secondary resale of New Notes and acknowledges that it cannot rely on the
position of the staff of the Securities and Exchange Commission set forth in
no-action letters; (iv) the undersigned or any other person acquiring the New
Notes pursuant to the Exchange Offer through the undersigned, whether or not
that person is the holder of Old Notes, understands that any secondary resale
transaction and any resales of New Notes it obtains in exchange for Old Notes
acquired by it directly from the Company should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K of the Securities
and Exchange Commission; (v) except as otherwise disclosed in writing with this
letter, neither the undersigned nor any other person acquiring the New Notes
pursuant to the Exchange Offer through the undersigned, whether or not that
person is the holder of Old Notes, is an "affiliate," as defined in Rule 405
under the Securities Act, of the Company or Sprint and, if the undersigned or
any such person is an affiliate, that it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable,
and (iv) if any of the undersigned or any other person acquiring the New Notes
pursuant to the Exchange Offer through the undersigned, whether or not that
person is the holder of Old Notes, is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of New Notes. By
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED WITH THIS LETTER OF
TRANSMITTAL.
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE BOX 4 BELOW.
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
BOX 5 BELOW.
|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS TO
THE PROSPECTUS.
Name:
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Address:
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
3
Box 1
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DESCRIPTION OF OLD NOTES TENDERED
(Attach additional signed pages, if necessary)
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Aggregate
Principal Aggregate
Name(s) and Address(es) of Registered Holder(s), Certificate Amount Principal
exactly as name(s) appear(s) on Note Certificate(s) Number(s) of Represented by Amount
(Please fill in, if blank) Old Notes* Certificate(s) Tendered**
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----------------- ------------------ ---------------
----------------- ------------------ ---------------
----------------- ------------------ ---------------
----------------- ------------------ ---------------
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----------------- ------------------ ---------------
----------------- ------------------ ---------------
----------------- ------------------ ---------------
TOTAL
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* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** The minimum permitted tender is $1,000 in principal amount of Old Notes.
All other tenders must be in integral multiples of $1,000 of principal
amount. Unless otherwise indicated in this column, the aggregate principal
amount of the Old Notes represented by the certificates identified in this
Box 1 or delivered to the Exchange Agent with this letter will be deemed
tendered. See Instruction 3.
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4
Box 2
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Notes not exchanged and/or New
Notes are to be issued in the name of and sent to someone other than the
undersigned 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
DTC other than the account set forth in Box 5.
Issue New Note(s) and/or Old Notes to:
Name(s):
-------------------------------------------
(Please Type or Print)
Address:
-------------------------------------------
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(Include Zip Code)
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(Tax Identification or Social Security Number)
[_] Credit unexchanged Old Notes delivered by book-entry transfer to the DTC
account set forth below:
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(DTC Account Number)
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Box 3
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Notes not exchanged and/or New
Notes are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown in Box 1.
Mail New Note(s) and any untendered Old Notes to:
Name(s):
----------------------------------------------------
(Please Type or Print)
Address:
----------------------------------------------------
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- ------------------------------------------------------------
(Include Zip Code)
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5
Box 4
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USE OF GUARANTEED DELIVERY
(See Instruction 1)
To be completed ONLY if Old Notes are being tendered by means of a notice
of guaranteed delivery.
Name(s) of Registered Holder(s):
---------------------------------------
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Date of Execution of Notice of Guaranteed
Delivery:
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Name of Institution which Guaranteed
Delivery:
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Box 5
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USE OF BOOK-ENTRY TRANSFER
(See Instruction 1)
To be completed ONLY if delivery of Old Notes is to be made by book-entry
transfer.
Name of Tendering Institution:
------------------------------------------
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Account Number:
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Transaction Code Number:
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6
BOX 6
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TENDERING HOLDER SIGNATURE
(See Instructions 1 and 4)
In Addition, Complete Substitute Form W-9 or Substitute Form W-8
X
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X
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(Signature of Registered Holder(s) or Authorized Signatory)
Note: The above lines must be signed by the registered holder(s) of Old
Notes as their name(s) appear(s) on the Old Notes or by person(s) authorized to
become registered holder(s) (evidence of which authorization must be transmitted
with this Letter of Transmittal). If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer, or other person acting in a
fiduciary or representative capacity, that person must set forth his or her full
title below. See Instruction 4.
Name(s):
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Capacity:
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Street Address:
----------------------------------------------------------------
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(Include Zip Code)
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Area Code and Telephone Number:
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Tax Identification or Social Security Number:
Signature Guarantee
------------------------------------------------------------
(if required by Instruction 5)
Authorized Signature
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Name:
--------------------------------------------------------------------------
(please type or print)
Title:
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Name of Firm:
------------------------------------------------------------------
(Must be an Eligible Institution as defined in Instruction 1)
Address:
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(include zip code)
Area Code and Telephone Number:
------------------------------------------------
Dated:
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7
PAYER'S NAME: SPRINT CAPITAL CORPORATION
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Name (if joint names, list first and circle the name of the person or entity
whose TIN or EIN you enter in Part 1 below. See Instructions if your name has
changed.)
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Check appropriate box: [_] Individual/Sole Proprietorship [_] Corporation
[_] Partnership [_] Other
----------------------
Address
-------------------------------------------------------------------------
City, State and ZIP Code
--------------------------------------------------------
List account number(s) here (optional)
------------------------------------------
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Substitute
Part 1 -- Enter your Taxpayer Identification
Number (TIN) or Employer Identification Number
Form W-9 (EIN) on the appropriate line below (see
Instructions for a more detailed description of
what number to enter).
TIN ___ ___ ___ - ___ ___ - ___ ___ ___ ___
Or
EIN ___ ___ - ___ ___ ___ ___ ___ ___ ___
Department of the Treasury Part 2-- Part 3 --Check the box if you are NOT subject
Internal Revenue Service to backup withholding because (i) you are
TIN/EIN exempt rom backup withholding or (ii) you
applied for: [_] have not been notified that you are subject
to backup withholding as a result of failure
to report all interest or dividends or (iii)
the Internal Revenue Service has notified
you that you are no longer subject to backup
withholding. |_|
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CERTIFICATION-- UNDER PENALTIES OF PERJURY, I CERTIFY THAT (i) I
AM A U.S. PERSON (INCLUDING A U.S. RESIDENT ALIEN) AND (ii) THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
Signature Date , 2002
-------------------------- -------------------------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30% OF ANY PAYMENTS MADE 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. DO NOT COMPLETE THIS FORM IF YOU
ARE A NON-U.S. HOLDER OF THE NOTES; COMPLETE SUBSTITUTE FORM W-8
BELOW INSTEAD.
8
PAYER'S NAME: SPRINT CAPITAL CORPORATION
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Name of Beneficial Owner
------------------------------------------------------------------------------
Substitute Country of incorporation of organization (if applicable)
---------------------------------------------
Type of beneficial owner (check one):
Form W-8
Department of the [_] Grantor trust [_] Central bank of issue [_]Individual [_]Complex Trust
Treasury [_] Tax-Exempt Organization
Internal Revenue Service [_] Corporation [_] Estate [_] Private Foundation [_] Disregarded Entity
[_] Government
[_] Partnership [_] International organization [_] Simple Trust
Permanent address (see Guidelines below)
------------------------------------------------------------
City State/Province Country
--------------------- --------------------- -------------------------------
Mailing address (if different from permanent address)
------------------------------------------------
City State/Province Country
--------------------- --------------------- -------------------------------
U.S. Taxpayer Identification Number (if any)
-------------------------------------------------------
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CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, COMPLETE AND CORRECT. I FURTHER CERTIFY
UNDER PENALTIES OF PERJURY THAT (I) I AM THE BENEFICIAL OWNER (OR AM
AUTHORIZED TO SIGN FOR THE BENEFICIAL OWNER) OF ALL THE INCOME TO WHICH
THIS FORM RELATES, (II) THE BENEFICIAL OWNER IS NOT A U.S. PERSON, (III)
THE INCOME TO WHICH THIS FORM RELATES IS NOT EFFECTIVELY CONNECTED WITH THE
CONDUCT OF A TRADE OR BUSINESS IN THE UNITED STATES AND (IV) FOR BROKER
TRANSACTIONS OR BARTER EXCHANGES, THE BENEFICIAL OWNER IS AN EXEMPT FOREIGN
PERSON.
Signature Date , 2002
--------------------------- ---------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE GUIDELINES BELOW FOR ADDITIONAL DETAILS. DO NOT COMPLETE THIS
FORM IF YOU ARE A U.S. HOLDER OF THE NOTES; COMPLETE SUBSTITUTE FORM W-9
ABOVE INSTEAD.
GUIDELINES FOR CERTIFICATION OF FOREIGN STATUS ON
SUBSTITUTE FORM W-8
If you are: List as your permanent address:
- ----------- -------------------------------
An individual Your permanent residence
A partnership or corporation Your principal office
An estate or trust The permanent residence or principal
office of any fiduciary
9
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used if (a)
certificates for Old Notes are to be physically delivered to the Exchange Agent
herewith, (b) tenders are to be made according to the guaranteed delivery
procedures or (c) tenders are to be made pursuant to the procedures for delivery
by book-entry transfer, all as set forth in the Prospectus. For holders whose
Old Notes are being delivered by book-entry transfer, delivery of an Agent's
Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution
and delivery of a Letter of Transmittal by the participant(s) identified in the
Agent's Message.
To validly tender Old Notes pursuant to the Exchange Offer, either (a)
the Exchange Agent must receive a properly completed and duly executed copy of
this Letter of Transmittal with any required signature guarantees, together with
either a properly completed and duly executed Notice of Guaranteed Delivery or
certificates for the Old Notes, or an Agent's Message, as the case may be, and
any other documents required by this Letter of Transmittal, or (b) a holder of
Old Notes must comply with the guaranteed delivery procedures set forth below.
Holders of Old Notes who desire to tender them pursuant to the Exchange
Offer and whose certificates representing the Old Notes are not lost but are not
immediately available, or time will not permit all required documents to reach
the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date,
or who cannot complete the procedure for book-entry transfer on a timely basis,
may tender their Old Notes pursuant to the guaranteed delivery procedures set
forth in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures." Pursuant to those procedures, (a) tender must be made by a firm
that is a member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States or an "eligible guarantor
institution" as defined by Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended (each, an "Eligible Institution") and, in each instance, that
is a recognized participant in the Securities Transfer Agent Medallion Program
("STAMP") or a recognized participant in the Securities Exchange Agents
Medallion Program or the Stock Exchange Medallion Program (a "Medallion
Signature Guarantor"), (b) the Exchange Agent must have received from the
Eligible Institution, before 5:00 p.m., New York City time, on the Expiration
Date, a properly completed and duly executed Notice of Guaranteed Delivery (by
mail, hand delivery, or overnight carrier), and (c) the certificates for all
physically delivered Old Notes in proper form for transfer together with a
properly completed and duly executed Letter of Transmittal or Agent's Message,
as the case may be, and all other documents required by this Letter of
Transmittal or the Prospectus, must be received by the Exchange Agent within
five New York Stock Exchange trading days after the Expiration Date, all as
provided in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures."
The method of delivery of this Letter of Transmittal, the certificates for
Old Notes and other required documents is at the election and risk of the
tendering holder. Except as otherwise provided in this Letter of Transmittal and
in the Prospectus, delivery will be deemed made only when actually received by
the Exchange Agent. If delivery is by mail, we recommend that the holder use
properly insured, registered mail with return receipt requested, and that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent before 5:00 p.m., New York City time, on the
Expiration Date.
2. Beneficial Owner Instructions to Registered Holders. Only a holder
in whose name tendered Old Notes are registered on the books of the registrar
(or the legal representative or attorney-in-fact of that registered holder) may
execute and deliver this Letter of Transmittal. Any Beneficial Owner of tendered
Old Notes who is not the registered holder must arrange promptly with the
registered holder to execute and deliver this Letter of Transmittal, or an
Agent's Message by DTC, on his or her behalf through the execution and delivery
to the registered holder of the Instructions of Registered Holder and/or DTC
Participant from Beneficial Owner form accompanying this Letter of Transmittal.
10
3. Partial Tenders. Tenders of Old Notes will be accepted only in integral
multiples of $1,000 in principal amount. If less than the entire principal
amount of Old Notes held by the holder is tendered, the tendering holder should
fill in the principal amount tendered in the column labeled "Aggregate Principal
Amount Tendered" of Box 1 above. The entire principal amount of Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Old Notes held by the
holder is not tendered, then Old Notes for the principal amount of Old Notes not
tendered and New Notes issued in exchange for any Old Notes tendered and
accepted will be sent to the holder at his or her registered address, unless a
different address is provided in the appropriate box on this Letter of
Transmittal, as soon as practicable following the Expiration Date.
4. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered holder(s) of the tendered Old Notes, the signature must correspond
with the name(s) as written on the face of the tendered Old Notes without
alteration, enlargement or any change whatsoever. If this Letter of Transmittal
is signed by a participant in DTC whose name is shown on a security position
listing as the owner of the Old Notes tendered hereby, the signature must
correspond with the name shown on the security position listing as the owner of
the Old Notes.
If any of the tendered Old Notes are registered in the name of two or more
holders, all holders must sign this Letter of Transmittal. If any Old Notes
tendered hereby are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate copies of the
Letter of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any Old Note or instrument of transfer is
signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of such person's authority to so act must be
submitted.
When this Letter of Transmittal is signed by the registered holders of the
Old Notes tendered hereby, no endorsements of the Old Notes or separate
instruments of transfer are required unless New Notes, or Old Notes not tendered
or exchanged, are to be issued to a person other than the registered holders, in
which case signatures on the Old Notes or instruments of transfer must be
guaranteed by a Medallion Signature Guarantor, unless the signature is that of
an Eligible Institution.
If this Letter of Transmittal is signed other than by the registered
holders of the Old Notes tendered hereby, those Old Notes must be endorsed or
accompanied by appropriate instruments of transfer and a duly completed proxy
entitling the signer of this Letter of Transmittal to consent with respect to
those Old Notes, on behalf of the registered holders, in any case signed exactly
as the name or names of the registered holders appear on the Old Notes, and
signatures on those Old Notes or instruments of transfer and proxy must be
guaranteed by a Medallion Signature Guarantor, unless the signature is that of
an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by a Medallion
Signature Guarantor, unless (a) the Old Notes tendered hereby are tendered by a
registered holder (or by a participant in DTC whose name appears on a security
position listing as the owner of the Old Notes) that has not completed Box 2
entitled "Special Issuance Instructions" or Box 3 entitled "Special Delivery
Instructions" in this Letter of Transmittal, or (b) the Old Notes are tendered
for the account of an Eligible Institution. If the Old Notes are registered in
the name of a person other than the signer of this Letter of Transmittal, if Old
Notes not accepted for exchange or not tendered are to be registered in the name
of or returned to a person other than the registered holder, or if New Notes are
to be issued to someone or delivered to someone other than the registered holder
of the Old Notes, then the signatures on this Letter of Transmittal accompanying
the tendered Old Notes must be guaranteed by a Medallion Signature Guarantor as
described above.
The Letter of Transmittal and Old Notes should be sent only to the Exchange
Agent, and not to the Company or DTC.
5. Special Issuance and Delivery Instructions. Tendering holders should
indicate, in the appropriate box (Box 2 or 3), the name and address to which the
New Notes and/or substitute certificates evidencing Old Notes for
11
principal amounts not tendered or not accepted for exchange are to be sent, if
different from the name and address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated. Holders of Old Notes tendering Old Notes by book-entry transfer may
request that Old Notes not exchanged be credited to such account maintained at
DTC as the Holder may designate on this Letter of Transmittal. If no
instructions are given, the Old Notes not exchanged will be returned to the name
or address of the person signing this Letter of Transmittal.
6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of tendered Old Notes pursuant to the Exchange Offer.
If, however, New 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 Old Notes
tendered hereby 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 and exchange of tendered Old Notes pursuant to
the Exchange Offer, then the amount of any such transfer taxes (whether imposed
on the registered holder or on any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of those taxes or
exemption from those taxes is not submitted with this Letter of Transmittal, the
amount of those transfer taxes will be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the tendered Old Notes listed in this
Letter of Transmittal.
7. Backup Withholding. Federal income tax law requires that a U.S. holder
of any tendered Old Notes which are accepted for exchange must provide the
Company (as payer) with its correct taxpayer identification number ("TIN") or
Employer Identification Number ("EIN"), which, in the case of an individual
holder, is his or her social security number. If the Company is not provided
with the correct TIN or EIN, as the case may be, the U.S. holder may be subject
to backup withholding of 30% in 2002 and a $50 penalty imposed by the Internal
Revenue Service. If withholding results in an overpayment of taxes, a refund may
be obtained. Certain U.S. holders (including most individuals and corporations)
will not be subject to backup withholding provided they complete and return the
Substitute Form W-9 provided in this Letter of Transmittal.
To prevent backup withholding, each U.S. holder of tendered Old Notes must
provide that holder's correct TIN or EIN by completing the Substitute Form W-9
set forth in this Letter of Transmittal, certifying that the holder is a U.S.
person, that the TIN or EIN provided is correct (or that the holder has applied
for a TIN/EIN) and that (i) the holder is exempt from backup withholding or (ii)
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 (iii) the Internal Revenue Service has notified the holder that
the holder is no longer subject to backup withholding. If the tendered Old Notes
are registered in more than one name or are not in the name of the actual owner,
consult the "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for information on which TIN or EIN to report. A U.S.
holder of tendered Old Notes should not complete the Substitute Form W-8 set
forth in this Letter of Transmittal.
Federal income tax law requires that a non-U.S. holder of any tendered Old
Notes which are accepted for exchange must provide the Company (as payer) with a
statement that such non-U.S. holder is exempt from backup withholding. If the
Company is not provided with this statement, which may be filed on the
Substitute Form W-8 provided in this Letter of Transmittal, the non-U.S. holder
may be subject to backup withholding of 30% in 2002. If withholding results in
an overpayment of taxes, the non-U.S. holder may file a U.S. federal income tax
return to obtain a refund of these taxes. Certain non-U.S. holders will not be
subject to backup withholding provided they complete and return the Substitute
Form W-8 provided in this Letter of Transmittal. A non-U.S. holder of tendered
Old Notes should not complete the Substitute Form W-9 set forth in this Letter
of Transmittal.
To prevent backup withholding, each non-U.S. holder of tendered Old Notes
that is exempt from backup withholding must certify (i) that such non-U.S.
holder is a nonresident alien individual or foreign corporation, partnership,
trust, or estate, (ii) that such non-U.S. holder is not engaged in the conduct
of a U.S. trade or business that will have effectively connected income from
participating in the Exchange Offer and (iii) for broker transactions or barter
exchanges, that such non-U.S. holder is an exempt foreign person. Consult the
"Guidelines for Certification of Foreign Status on Substitute Form W-8" for more
information as to the address to show on Substitute Form W-8.
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The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligation regarding backup
withholding.
8. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old Notes
will be determined by the Company. This determination will be final and binding.
The Company reserves the absolute right to reject any and all tenders of Old
Notes not in proper form or the acceptance of which for exchange may, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any conditions of the Exchange Offer or any defect or
irregularity in the tender of Old Notes. The interpretation of the terms and
conditions of the Exchange Offer (including this Letter of Transmittal and the
instructions hereto) by the Company will 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 Company determines. Neither the
Company, the Exchange Agent nor any other person will be under any duty to give
notification of defects or irregularities to holders of Old Notes or incur any
liability for failure to give such notification. Tenders of Old Notes will not
be deemed to have been made until the 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, or if Old Notes are submitted in principal amount greater than the
principal amount of Old Notes being tendered, the unaccepted or non-exchanged
Old Notes or substitute Old Notes evidencing the unaccepted or non-exchanged
portion of the Old Notes, as appropriate, 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.
9. Waiver of Conditions. The Company reserves the absolute right to waive
any of the conditions of the Exchange Offer in the case of any tendered Old
Notes.
10. No Conditional Tenders. No alternative, conditional, irregular, or
contingent tender of Old Notes or transmittal of this Letter of Transmittal will
be accepted.
11. Mutilated, Lost, Stole 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 in this Letter of Transmittal for further
instructions.
12. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address and
telephone number indicated in this Letter of Transmittal. Holders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Exchange Offer.
13. Acceptance of Tendered Old Notes and Issuance of New Notes; Return of
Old Notes. Subject to the terms and conditions of the Exchange Offer, the
Company will accept for exchange all validly tendered Old Notes as soon as
practicable after the Expiration Date and will issue New Notes for the Old Notes
as soon as practicable thereafter. For purposes of the Exchange Offer, the
Company will be deemed to have accepted tendered Old Notes when, as and if the
Company has given written or oral notice (immediately followed in writing) of
acceptance to the Exchange Agent. If any tendered Old Notes are not exchanged
pursuant to the Exchange Offer for any reason, those unexchanged Old Notes will
be returned, without expense, to the tendering holder at the address shown in
Box 1 or at a different address as may be indicated in this Letter of
Transmittal under "Special Delivery Instructions" (Box 3).
14. Withdrawal. Tenders may be withdrawn only pursuant to the procedures
set forth in the Prospectus under the caption "The Exchange Offer--Withdrawal of
Tenders of Old Notes."
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