EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange
7.900% notes due 2005
8.375% notes due 2012
8.750% notes due 2032
for
7.900% notes due 2005
8.375% notes due 2012
8.750% notes due 2032
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 Confirmation 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 ,
2002 (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 7.900%
notes due 2005, 8.375% notes due 2012 and 8.750% notes due 2032 (collectively,
the "New Notes") that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for its outstanding 7.900% notes due 2005,
8.375% notes due 2012 and 8.750% notes due 2032 (collectively, the "Old
Notes"), of which an aggregate principal amount of $1,000,000,000,
$2,000,000,000 and $2,000,000,000, respectively, 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:
. 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
. if no interest has been paid on the Old Note, from March 14, 2002.
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-A, 1-B
and/or 1-C, as applicable, 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.
2
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-A, 1-B and/or 1-C, as
applicable.
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.
3
[_] 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: ________________________________________________________________
Address: _____________________________________________________________
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
FOR ADDITIONAL COPIES OF THIS LETTER
OF TRANSMITTAL, SEE INSTRUCTION 12
4
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Box 1-A
- -----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD 7.900% NOTES DUE 2005 TENDERED
(Attach additional signed pages, if necessary)
- -----------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s), Certificate Aggregate Principal
exactly as name(s) appear(s) on Note Certificate(s) Number(s) of Amount Represented Aggregate Principal
(Please fill in, if blank) Old Notes* by Certificate(s) Amount Tendered**
- -------------------------------------------------------------------------------------------------------------------------
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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-A or delivered to the Exchange Agent with
this letter will be deemed tendered. See Instruction 3.
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Box 1-B
- -----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD 8.375% NOTES DUE 2012 TENDERED
(Attach additional signed pages, if necessary)
- -------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s), Certificate Aggregate Principal
exactly as name(s) appear(s) on Note Certificate(s) Number(s) of Amount Represented Aggregate Principal
(Please fill in, if blank) Old Notes* by Certificate(s) Amount Tendered**
- -------------------------------------------------------------------------------------------------------------------------
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Total
- -------------------------------------------------------------------------------------------------------------------------
* 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-B or delivered to the Exchange Agent with
this letter will be deemed tendered. See Instruction 3.
- -----------------------------------------------------------------------------------------------------------------------------
5
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Box 1-C
- -----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD 8.750% NOTES DUE 2032 TENDERED
(Attach additional signed pages, if necessary)
- -----------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s), Certificate Aggregate Principal
exactly as name(s) appear(s) on Note Certificate(s) Number(s) of Amount Represented Aggregate Principal
(Please fill in, if blank) Old Notes* by Certificate(s) Amount Tendered**
- -------------------------------------------------------------------------------------------------------------------------
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Total
- -----------------------------------------------------------------------------------------------------------------------------
* 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-C or delivered to the Exchange Agent with
this letter will be deemed tendered. See Instruction 3.
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6
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Box 2
- --------------------------------------------------------------------------------
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:
_____________________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
_____________________________________________________________________________
(Tax Identification or Social Security Number)
[_] Credit unexchanged Old Notes delivered by book-entry transfer to the DTC
account set forth below:
_____________________________________________________________________________
(DTC Account Number)
- --------------------------------------------------------------------------------
Box 3
- --------------------------------------------------------------------------------
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-A, 1-B and/or 1-C.
Mail New Note(s) and any untendered Old Notes to:
Name(s):
_____________________________________________________________________________
(Please Type or Print)
Address:
_____________________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
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7
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Box 4
- -------------------------------------------------------------------------------
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):
_______________________________________________________________________________
_______________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery:
_______________________________________________________________________________
_______________________________________________________________________________
Name of Institution which Guaranteed Delivery:
_______________________________________________________________________________
_______________________________________________________________________________
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Box 5
- -------------------------------------------------------------------------------
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:
_______________________________________________________________________________
_______________________________________________________________________________
Account Number:
_______________________________________________________________________________
_______________________________________________________________________________
Transaction Code Number:
_______________________________________________________________________________
_______________________________________________________________________________
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8
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Box 6
- -------------------------------------------------------------------------------
TENDERING HOLDER SIGNATURE
(See Instructions 1 and 4)
In Addition, Complete Substitute Form W-9 or Substitute Form W-8
X
_____________________________________________________________________________
X
_____________________________________________________________________________
(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):
_____________________________________________________________________________
Capacity:
_____________________________________________________________________________
Street Address:
_____________________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
_____________________________________________________________________________
(Area Code and Telephone Number)
_____________________________________________________________________________
(Tax Identification or Social Security Number)
Signature Guarantee:
_____________________________________________________________________________
(if required by Instruction 4)
Authorized Signature:
_____________________________________________________________________________
Name:
_____________________________________________________________________________
(please type or print)
Title:
_____________________________________________________________________________
Name of Firm:
_____________________________________________________________________________
(Must be an Eligible Institution as defined in Instruction 1)
Address:
_____________________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
_____________________________________________________________________________
(Area Code and Telephone Number)
Dated:
_____________________________________________________________________________
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9
PAYER'S NAME: SPRINT CAPITAL CORPORATION
- --------------------------------------------------------------------------------
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.) _____________________________________________________________
Check appropriate box:
[_] Individual/Sole Proprietorship [_] Corporation [_] Partnership
[_] Other ________________________
Address ____________________________________________________________________
City, State and ZIP Code ___________________________________________________
List account number(s) here (optional) _____________________________________
______________________________________________________________________________
------------------------------------------------------------------------------
SUBSTITUTE Part 1--ENTER YOUR TAXPAYER TIN
Form W-9 IDENTIFICATION NUMBER (TIN) OR __ __ __ - __ __ - __ __ __ __
EMPLOYER IDENTIFICATION NUMBER or
(EIN) ON THE APPROPRIATE LINE (SEE
INSTRUCTIONS FOR A MORE DETAILED EIN
DESCRIPTION OF WHAT NUMBER TO __ __ - __ __ __ __ __ __ __
ENTER).
- --------------------------------------------------------------------------------------------------------
Department of the Treasury Part 2--TIN/EIN applied for: [_] Part 3-- Check the box if you are
Internal Revenue Service NOT subject to backup withholding
because (i) you are exempt rom backup
withholding or (ii) you 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. [_]
- --------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------
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.
10
PAYER'S NAME: SPRINT CAPITAL CORPORATION
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Name of Beneficial Owner _________________________________________________________________________________
Form W-8
Country of incorporation of organization (if applicable) _________________________________________________
Department of the
Treasury Type of beneficial owner (check one):
Internal Revenue Service
[_] Grantor trust [_] Central bank of issue [_] Individual
[_] Partnership [_] Estate [_] Complex Trust
[_] Corporation [_] Private Foundation [_] Disregarded Entity
[_] Government [_] Simple Trust
[_] Tax-Exempt Organization [_] International organization
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) ______________________________________________________________
-----------------------------------------------------------------------------------------------------------
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 THE
SUBSTITUTE FORM W-9 INSTEAD.
GUIDELINES FOR CERTIFICATION OF FOREIGN STATUS ON
SUBSTITUTE FORM W-8
List as your permanent
If you are: 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
11
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.
12
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-A, 1-B and/or 1-C, as applicable, 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.
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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 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.
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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.
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, 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 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-A, 1-B and/or 1-C, as applicable, 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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