<PAGE>
EXHIBIT 99.1
LETTER OF TRANSMITTAL
for
9 1/8% Senior Notes due 2006
and
9 1/2% Senior Notes due 2009
of
Global Crossing Holdings Ltd.
THE NEW EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
(THE "EXPIRATION DATE") UNLESS EXTENDED
BY GLOBAL CROSSING HOLDINGS LTD.
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Exchange Agent:
United States Trust Company of New York
<TABLE>
<S> <C> <C>
By Overnight Courier and By Hand
By Registered or By Hand Delivery after 4:30 p.m. on the Expiration
Certified Mail: (before 4:30 p.m.): Date:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
P.O. Box 843 Cooper Station 111 Broadway 770 Broadway, 13th Floor
New York, New York 10276 New York, New York 10006 New York, New York 10003
Attn: Corporate Trust Services Attn: Lower Level Corporate Attn: Corporate Trust Operations
Trust Window
</TABLE>
By Facsimile:
(212) 420-6211
Attn: Customer Service
Confirm by telephone:
(800) 548-6565
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus Supplement dated
(the "Prospectus Supplement") and the Prospectus dated April 19, 2000
(the "Prospectus") of Global Crossing Holdings Ltd. (the "Company") as well as
this Letter of Transmittal (the "Letter of Transmittal"), which together
describe the Company's new offer (the "New Exchange Offer") to exchange $1,000
in principal amount of the Company's new 9 1/8% Senior Notes due 2006 and
$1,000 in principal amount of the Company's new 9 1/2% Senior Notes due 2009
(the "Exchange Notes") for each $1,000 in principal amount of outstanding,
unregistered 9 1/8% Senior Notes due 2006 and $1,000 in principal amount of
outstanding, unregistered 9 1/2% Senior Notes due 2009, respectively (the
"Restricted Notes"). The terms of the Exchange Notes are identical in all
material respects (including principal amount, interest rate and maturity) to
the terms of the Restricted Notes for which they may be exchanged pursuant to
the New Exchange Offer, except that the Exchange Notes are freely transferable
by holders thereof (except as provided herein, in the Prospectus Supplement or
in the Prospectus) and are not subject to any covenant regarding registration
under the Securities Act of 1933, as amended (the "Securities Act").
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
<PAGE>
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, THE PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS SUPPLEMENT,
THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
List below the Restricted Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the Certificate Numbers and
Principal Amounts should be listed on a separate signed schedule affixed
hereto.
DESCRIPTION OF RESTRICTED NOTES TENDERED HEREWITH
<TABLE>
-----------------------------------------------------
<CAPTION>
Name(s) and
Address(es)
of
Registered Aggregate
Holder(s) Principal Amount Principal
(Please Certificate Represented by Amount
Fill in) Number(s)* Restricted Notes* Tendered**
-----------------------------------------------------
<S> <C> <C> <C>
-------------
-------------
-------------
-------------
-------------
Total
-----------------------------------------------------
</TABLE>
*Need not be completed by book-entry holders.
**Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Restricted Notes. See
instruction 2.
This Letter of Transmittal is to be used either if certificates representing
Restricted Notes are to be forwarded herewith or if delivery of Restricted
Notes is to be made by book-entry transfer to an account maintained by the
Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in "The Exchange Offer--Procedures for Tendering
Restricted Notes" in the Prospectus Supplement unless an Agent's Message is
delivered in lieu thereof. Delivery of documents to the book-entry transfer
facility does not constitute delivery to the Exchange Agent.
Unless the context requires otherwise, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Restricted Notes are
registered or any other person who has obtained a properly completed bond power
from the registered holder or any person whose Restricted Notes are held of
record by DTC.
Holders whose Restricted Notes are not immediately available or who cannot
deliver their Restricted Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their Restricted
Notes according to the guaranteed delivery procedure set forth in the
Prospectus Supplement under the caption "The New Exchange Offer-- Guaranteed
Delivery Procedures."
2
<PAGE>
TENDER OF SHARES
[_]CHECK HERE IF TENDERED RESTRICTED 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 ___________________________________________
The Depository Trust Company ____________________________________________
Account Number __________________________________________________________
Transaction Code Number _________________________________________________
--------------------------------------------------------------------------------
[_]CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s) ____________________________________________
Name of Eligible Institution that Guaranteed Delivery ___________________
Date of Execution of New Notice of Guaranteed Delivery __________________
If Delivered by Book-Entry Transfer:
Account Number __________________________________________________________
--------------------------------------------------------------------------------
[_]CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN
PERSON SIGNING THE LETTER OF TRANSMITTAL:
Name ____________________________________________________________________
(Please Print)
Address _________________________________________________________________
(Including Zip Code)
--------------------------------------------------------------------------------
[_]CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM
THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
Address _________________________________________________________________
(Including Zip Code)
--------------------------------------------------------------------------------
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THIS PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name ____________________________________________________________________
Address _________________________________________________________________
If the undersigned, or the person receiving such Exchange Notes, whether or
not such person is the undersigned, is not a broker-dealer, the undersigned
represents that neither it nor such person is engaged in, and does not intend
to engage in, a distribution of Exchange Notes. If the undersigned, or the
person receiving such Exchange Notes, whether or not such person is the
undersigned, is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Restricted Notes that were acquired as result of
market-making activities or other trading activities, the undersigned
acknowledges that it or such person, as the case may be, will deliver a
prospectus in connection with any resale of such Exchange Notes pursuant to the
Exchange Offer; however, by so acknowledging and by delivering a prospectus
meeting the requirements of the Securities Act, neither the undersigned nor
such person will be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. Any holder who is an "affiliate" of the Company
or who has an arrangement or understanding with respect to the distribution of
the Exchange Notes to be acquired pursuant to the Exchange Offer, or any
broker-dealer who purchased Restricted Notes from the Company to resell
pursuant to Rule 144A under the Securities Act or any other available exemption
under the Securities Act, must comply with the registration and prospectus
delivery requirements under the Securities Act.
3
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the New Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of the
Restricted Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Restricted Notes tendered herewith, the
undersigned hereby exchanges, assigns and transfers to, or upon the order of,
the Company all right, title and interest in and to such Restricted Notes. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent the
true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that said Exchange Agent acts as the agent of the Company, in
connection with the New Exchange Offer) to cause the Restricted Notes to be
assigned, transferred and exchanged. The undersigned represents and warrants
that it has full power and authority to tender, exchange, assign and transfer
the Restricted Notes and to acquire Exchange Notes issuable upon the exchange
of such tendered Restricted Notes, and that, when the same are accepted for
exchange, the Company will acquire good and unencumbered title to the tendered
Restricted Notes, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim. The undersigned also
warrants that it will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of tendered
Restricted Notes or transfer ownership of such Restricted Notes on the account
books maintained by the book-entry transfer facility.
The New Exchange Offer is subject to certain conditions as set forth in the
Prospectus Supplement under the caption "The New Exchange Offer--Certain
Conditions to the New Exchange Offer." The undersigned recognizes that as a
result of these conditions (which may be waived, in whole or in part, by the
Company), as more particularly set forth in the Prospectus Supplement, the
Company may not be required to exchange any of the Restricted Notes tendered
hereby and, in such event, the Restricted Notes not exchanged will be returned
to the undersigned at the address shown above. In addition, the Company may
amend the New Exchange Offer at any time prior to the Expiration Date if any of
the conditions set forth under "The New Exchange Offer--Certain Conditions to
the New Exchange Offer" occur.
By tendering, each holder will represent to the Company that, among other
things, (a) the Exchange Notes acquired pursuant to the New Exchange Offer are
being acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the holder, (b) 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 (c)
neither the holder nor any such other person is an "Affiliate" of the Company
as defined under Rule 405 of the Securities Act, or if it is an affiliate, it
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable. Any holder of Restricted Notes using
the New Exchange Offer to participate in a distribution of the Exchange Notes
(i) cannot rely on the position of the staff of the Securities and Exchange
Commission (the "Commission") enunciated in its interpretive letter with
respect to Exxon Capital Holdings Corporation (available April 13, 1989) or
similar letters and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction.
If the undersigned, or the person receiving such Exchange Notes, whether or
not such person is the undersigned, is not a broker-dealer, the undersigned
represents that neither it nor such person is engaged in, and does not intend
to engage in, a distribution of Exchange Notes. If the undersigned, or the
person receiving such Exchange Notes, whether or not such person is the
undersigned, is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Restricted Notes that were acquired as a result of
market-making activities or other trading activities, the undersigned
acknowledges that it or such person, as the case may be, will deliver a
prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, neither the undersigned nor such
person will be deemed to admit that it is an "underwriter" within the meaning
of the Securities Act.
4
<PAGE>
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, legal representatives, successors,
assigns, executors and administrators of the undersigned. Tendered Restricted
Notes may be withdrawn at any time prior to the Expiration Date in accordance
with the terms of this Letter of Transmittal. See Instruction 2.
Certificates for all Exchange Notes delivered in exchange for tendered
Restricted Notes and any Restricted Notes delivered herewith but not exchanged,
and in each case registered in the name of the undersigned, shall be delivered
to the undersigned at the address shown below the signature of the undersigned.
5
<PAGE>
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)
_______________________________________________________
_______________________________________________________
(Signature(s) of Holder(s))
Dated: _________________
(Must be signed by the registered holder(s) exactly as
name(s) appear(s) on certificate(s) for Restricted
Notes. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or
representative capacity, please set forth full the
full title of such person.) See Instruction 3.
Name(s)________________________________________________
________________________________________________
(Please Print)
Capacity (full title) _________________________________
Address________________________________________________
(Including Zip Code)
Area Code and Telephone No. ___________________________
Taxpayer Identification No. ___________________________
GUARANTEE OF SIGNATURE(S)
(If Required--See Instruction 3)
Authorized Signature __________________________________
Name __________________________________________________
Title _________________________________________________
Address _______________________________________________
Name of Firm __________________________________________
Area Code and Telephone No. ___________________________
Dated _________________________________________________
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE NEW EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates.
A holder of Restricted Notes may tender the same by (i) properly completing
and signing this Letter of Transmittal or a facsimile hereof (all references in
the Prospectus Supplement to the Letter of Transmittal shall be deemed to
include a facsimile thereof) and delivering the same, together with the
certificate or certificates representing the Restricted Notes being tendered
and any required signature guarantees and any other documents required by this
Letter of Transmittal, to the Exchange Agent at its address set forth above on
or prior to the Expiration Date (or complying with the procedure for book-entry
transfer described below unless an Agent's Message is delivered in lieu
thereof) or (ii) complying with the guaranteed delivery procedures described
below.
The method of delivery of this Letter of Transmittal, the Restricted Notes
and any other required documents is at the election and risk of the holder, and
except as otherwise provided below, the delivery will be deemed made only when
actually received or confirmed by the Exchange Agent. If such delivery is by
mail, it is suggested that registered mail with return receipt requested,
properly insured, be used. In all cases sufficient time should be allowed to
permit timely delivery. No Restricted Notes or Letters of Transmittal should be
sent to the Company.
If tendered Restricted Notes are registered in the name of the signer of the
Letter of Transmittal and the Exchange Notes to be issued in exchange therefor
are to be issued (and any untendered Restricted Notes are to be reissued) in
the name of the registered holder (which term, for the purposes described
herein, shall include any participant in DTC (also referred to as a "book-entry
transfer facility") whose name appears on a security listing as the owner of
Restricted Notes), the signature of such signer need not be guaranteed. In any
other case, the tendered Restricted Notes must be endorsed or accompanied by
written instruments of transfer in form satisfactory to the Company and duly
executed by the registered holder, and the signature on the endorsement or
instrument of transfer must be guaranteed by a bank, broker, dealer, credit
union, savings association, clearing agency or other institution (each an
"Eligible Institution") that is a member of a recognized signature guarantee
medallion program within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended. If the Exchange Notes and/or Restricted Notes
not exchanged are to be delivered to an address other than that of the
registered holder appearing on the note register for the Restricted Notes, the
signature on the Letter of Transmittal must be guaranteed by an Eligible
Institution.
The Exchange Agent will make a request within two business days after the
date of receipt of the Prospectus Supplement to establish accounts with respect
to the Restricted Notes at the book-entry transfer facility for the purpose of
facilitating the Exchange Offer, and subject to the establishment thereof, any
financial institution that is a participant in the book-entry transfer
facility's system may make book-entry delivery of Restricted Notes by causing
such book-entry transfer facility to transfer such Restricted Notes into the
Exchange Agent's account with respect to the Restricted Notes in accordance
with the book-entry transfer facility's procedures for such transfer. Although
delivery of Restricted Notes may be effected through book-entry transfer into
the Exchange Agent's account at the book-entry transfer facility, an
appropriate Letter of Transmittal with any required signature guarantee and all
other required documents must in each case be transmitted to and received or
confirmed by the Exchange Agent on or prior to the Expiration Date, or, if the
guaranteed delivery procedures described below are complied with, within the
time period provided under such procedures.
If a holder desires to accept the New Exchange Offer and time will not
permit a Letter of Transmittal or Restricted Notes to reach the Exchange Agent
before the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if the Exchange Agent has
received on or prior to the Expiration Date, a letter, telegram or facsimile
transmission (receipt confirmed by telephone and an original delivered by
guaranteed overnight courier) from an Eligible Institution setting forth the
name and address of the tendering holder, the names in which the Restricted
Notes are registered and, if possible, the
7
<PAGE>
certificate numbers of the Restricted Notes to be tendered, and stating that
the tender is being made thereby and guaranteeing that within three business
days after the Expiration any other required documents), the Company may, at
its option, reject the tender. Copies of the notice of guaranteed delivery
("Notice of Guaranteed Delivery") which may be used by Eligible Institutions
for the purposes described in this paragraph are available from the Exchange
Agent.
A tender will be deemed to have been received as of the date when (i) the
tendering holder's properly completed and duly executed Letter of Transmittal
accompanied by the Restricted Notes (or a confirmation of book-entry transfer
of such Restricted Notes into the Exchange Agent's account at the book-entry
transfer facility or an Agent's Message in lieu thereof) is received by the
Exchange Agent, or (ii) a Notice of Guaranteed Delivery or letter, telegram or
facsimile transmission to similar effect (as provided above) from an Eligible
Institution is received by the Exchange Agent. Issuances of Exchange Notes in
exchange for Restricted Notes tendered pursuant to a Notice of Guaranteed
Delivery or letter, telegram or facsimile transmission to similar effect (as
provided above) by an Eligible Institution will be made only against deposit of
the Letter of Transmittal (or an Agent's Message in lieu thereof and any other
required documents) and the tendered Restricted Notes (or a confirmation of
book-entry transfer of such Restricted Notes into the Exchange Agent's account
at the book-entry transfer facility).
If the Letter of Transmittal signed by a person or persons other than the
registered holder or holders of Restricted Notes, such Restricted Notes must be
endorsed or accompanied by appropriate powers of attorney in a form
satisfactory to the Company, in either case signed exactly as the name or names
of the registered holder or holders appear on the Restricted Notes.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance
of the Restricted Notes for exchange.
2. Partial Tenders; Withdrawals.
If less than the entire principal amount of Restricted Notes evidenced by a
submitted certificate is tendered, the tendering holder should fill in the
principal amount tendered in the box entitled "Principal Amount Tendered." A
newly issued certificate for the principal amount of Restricted Notes submitted
but not tendered will be sent to such holder as soon as practicable after the
Expiration Date. All Restricted Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise clearly indicated.
Tenders of Restricted Notes may be withdrawn at any time prior to the
Expiration Date.
For a withdrawal to be effective, a written notice of withdrawal sent by
telegram, facsimile transmission (receipt confirmed by telephone) or letter
must be received by the Exchange Agent at the address set forth herein prior to
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having tendered the Restricted Notes to be withdrawn (the
"Depositor"), (ii) identify the Restricted Notes to be withdrawn (including the
certificate number or numbers of such Restricted Notes and principal amount of
each such Restricted Note), (iii) specify the principal amount of Restricted
Notes to be withdrawn, (iv) include a statement that such holder is withdrawing
its election to have such Restricted Notes exchanged, (v) be signed by the
holder in the same manner as the original signature on the Letter of
Transmittal by which such Restricted Notes were tendered or as otherwise
described above (including any required signature guarantees) or be accompanied
by documents of transfer sufficient to have the Trustee under the Indenture
register the transfer of such Restricted Notes into the name of the person
withdrawing the tender and (vi) specify the name in which any such Restricted
Notes are to be registered, if different from that of the Depositor. The
Exchange Agent will return the properly withdrawn Restricted Notes promptly
following receipt of notice of withdrawal. If Restricted Notes have been
tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must
8
<PAGE>
specify the name and number of the account at the book-entry transfer facility
to be credited with the withdrawn Restricted Notes or otherwise comply with the
book-entry transfer facility procedure. All questions as to the validity of
notices of withdrawals, including time of receipt, will be determined by the
Company and such determination will be final and binding on all parties.
Any Restricted Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the New Exchange Offer. Any Restricted
Notes which have been tendered for exchange but which are not exchanged for any
reason will be returned to the holder thereof without cost to such holder (or,
in the case of Restricted Notes tendered by book-entry transfer into the
Exchange Agent's account at the book-entry transfer facility pursuant to the
book-entry transfer procedures described above, such Restricted Notes will be
credited to an account with such book-entry transfer facility specified by the
holder) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Restricted Notes may be
retendered by following one of the procedures described under the caption "New
Exchange Offer--Procedure for Tendering Restricted Notes" in the Prospectus
Supplement at any time on or prior to the Expiration Date.
3. Signature on this Letter of Transmittal; Written Instruments and
Endorsements; Guarantee of Signatures.
If this Letter of Transmittal is signed by the registered holder(s) of the
Restricted Notes tendered hereby, the signature must correspond with the
name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.
If any of the Restricted Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Restricted Notes registered in different names are tendered,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal as there are different registrations of Restricted
Notes.
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include the book-
entry transfer facility whose name appears on a security listing as the owner
of the Restricted Notes) of Restricted Notes listed and tendered hereby, no
endorsements of certificates or separate written instruments of transfer or
exchange are required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holder of the Restricted Notes listed, such Restricted
Notes must be endorsed or accompanied by separate written instruments of
transfer or exchange in form satisfactory to the Company and duly executed by
the registered holder, in either case signed exactly as the name or names of
the registered holder or holders appear(s) on the Restricted Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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 Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments
of transfer or exchange required by this Instruction 3 must be guaranteed by an
Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Restricted Notes are tendered: (i) by a
registered holder of such Restricted Notes, for the holder of such Restricted
Notes; or (ii) for the account of an Eligible Institution.
9
<PAGE>
4. Transfer Taxes.
The Company shall pay all transfer taxes, if any, applicable to the transfer
and exchange of Restricted Notes pursuant to the New Exchange Offer. If,
however, certificates representing Exchange Notes or Restricted Notes for
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be issued in the name of, any person other than the registered holder
of the Restricted Notes tendered, or if tendered Restricted Notes are
registered in the name of any person other than the person signing the Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Restricted Notes pursuant to the New Exchange Offer, then the
amount of any such transfer taxes (whether imposed on the registered holder or
any other persons) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
tendering holder.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Restricted Notes listed in this Letter
of Transmittal.
5. Waiver of Conditions.
The Company reserves the right to waive in its reasonable judgment, in whole
or in part, any of the conditions to the New Exchange Offer set forth in the
Prospectus Supplement.
6. Mutilated, Lost, Stolen or Destroyed Restricted Notes.
Any holder whose Restricted Notes have been mutilated, lost, stolen or
destroyed, should contact the Exchange Agent at the address indicated above for
further instructions.
7. Substitute Form W-9.
Each holder of Restricted Notes whose Restricted Notes are accepted for
exchange (or other payee) is required to provide a correct taxpayer
identification number ("TIN"), generally the holder's Social Security or
federal employer identification number, and certain other information, on
Substitute Form W-9, which is provided under "Important Tax Information" below,
and to certify that the holder (or other payee) is not subject to backup
withholding. Failure to provide the information on the Substitute Form W-9 may
subject the holder (or other payee) to a $50 penalty imposed by the Internal
Revenue Service and 31% federal income tax backup withholding on payments made
in connection with the Exchange Notes. The box in Part 3 of the Substitute Form
W-9 may be checked if the holder (or other payee) has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
box in Part 3 is checked and a TIN is not provided by the time any payment is
made in connection with the Exchange Notes, 31% of all such payments will be
withheld until a TIN is provided.
8. 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 and telephone number set forth
above. In addition, all questions relating to the New Exchange Offer, as well
as requests for assistance or additional copies of the Prospectus Supplement,
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent, at the address and telephone number indicated above.
IMPORTANT: This Letter of Transmittal or a facsimile hereof (together with
certificates for Restricted Notes (or confirmation of book-entry transfer) and
all other required documents) or a Notice of Guaranteed Delivery must be
received by the Exchange Agent on or prior to the Expiration Date.
10
<PAGE>
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a holder of Restricted Notes whose
Restricted Notes are accepted for exchange may be subject to backup withholding
unless the holder provides United States Trust Company of New York, as Paying
Agent (the "Paying Agent"), through the Exchange Agent, with either (i) such
holder's correct taxpayer identification number ("TIN") on Substitute Form W-9
attached hereto, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such holder of Restricted Notes is awaiting a TIN) and that
(A) the holder of Restricted Notes has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding as a result of
a failure to report all interest or dividends or (B) the Internal Revenue
Service has notified the holder of Restricted Notes that he or she is no longer
subject to backup withholding; or (ii) an adequate basis for exemption from
backup withholding. If such holder of Restricted Notes is an individual, the
TIN is such holder's social security number. If the Paying Agent is not
provided with the correct TIN, the holder of Restricted Notes may be subject to
certain penalties imposed by the Internal Revenue Service.
Certain holders of Restricted Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. However, exempt holders of Restricted
Notes should indicate their exempt status on Substitute Form W-9. For example,
a corporation must complete the Substitute Form W-9, providing its TIN and
indicating that it is exempt from backup withholding. In order for a foreign
individual to qualify as an exempt recipient, the holder must submit a Form W-
8, signed under penalties of perjury, attesting to that individual's exempt
status. A Form W-8 can be obtained from the Paying Agent. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for more instructions.
If backup withholding applies, the Paying Agent is required to withhold 31%
of any such payments made to the holder of Restricted Notes or other payee.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
surrendering holder of Restricted Notes has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the box
in Part 3 is checked, the holder of Restricted Notes or other payee must also
complete the Certificate of Awaiting Taxpayer Identification Number below in
order to avoid backup withholding. Notwithstanding that the box in Part 3 is
checked and the Certificate of Awaiting Taxpayer Identification Number is
completed, the Paying Agent will withhold 31% of all payments made prior to the
time a properly certified TIN is provided to the Paying Agent.
The holder of Restricted Notes is required to give the Paying Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Restricted Notes. If the Restricted Notes are in more than one
name or are not 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.
11
<PAGE>
PAYER'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK, AS PAYING AGENT
Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND
DATING BELOW.
----------------------
SUBSTITUTE Social Security number(s)
or
Form W-9 Part 2--Certification--Under penalties of perjury, I
certify that:
Department of Employer Identification Number(s)
the Treasury (1) The number shown on this form is my correct
Internal taxpayer identification number (or I am waiting
Revenue Service for a number to be issued for me), and
--------------------------------------------------------
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup
withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
Payer's Request for
Taxpayer
Identification
Number (TIN)
Certification Instructions--You must cross out item
(2) above if you have been notified by the IRS that
you are currently subject to backup withholding
because of under reporting interest or dividends on
your tax return.
--------------------------------------------------------
Part 3--Awaiting TIN
SIGNATURE ____________________________________________
DATE _________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CASH PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable cash payments made to me thereafter
will be withheld until I provide a taxpayer identification number.
------------------------------------ ------------------------------------
Signature Date
12
